RiverSource Variable Series Trust (Form: 485BPOS, Received: 04/14/2010 16:22:48)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment    ______                                            [ ]

Post-Effective Amendment   No. 8    (File No. 333-146374)                    [X]

                                    and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 9 (File No. 811-22127) [X]

RIVERSOURCE VARIABLE SERIES TRUST
50606 Ameriprise Financial Center
Minneapolis, MN 55474

Scott R. Plummer
5228 Ameriprise Financial Center
Minneapolis, MN 55474
(612) 671-1947

Approximate Date of Proposed Public Offering:

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b)

[X] on April 14, 2010 pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on (date) pursuant to paragraph (a)(1)

[ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] on (date) pursuant to paragraph (a)(2) of rule 485

If appropriate, check the following box:

[ ] This Post-Effective Amendment designates a new effective date for a
previously filed Post-Effective Amendment.

Prospectus

(RIVERSOURCE INVESTMENTS LOGO)

PROSPECTUS APRIL 14, 2010

THIS PROSPECTUS DESCRIBES FIVE FUNDS, EACH OF WHICH INVESTS IN OTHER FUNDS. THE OBJECTIVE OF EACH FUND IS A HIGH LEVEL OF TOTAL RETURN THAT IS CONSISTENT WITH AN ACCEPTABLE LEVEL OF RISK.

Variable Portfolio - Conservative Portfolio

Variable Portfolio - Moderately Conservative Portfolio

Variable Portfolio - Moderate Portfolio

Variable Portfolio - Moderately Aggressive Portfolio

Variable Portfolio - Aggressive Portfolio

Each above-named Fund offers Class 2 and Class 4 shares to separate accounts funding variable annuity contracts and variable life insurance policies issued by affiliated life insurance companies. There is no exchange ticker symbols associated with shares of the Funds.

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities or passed upon the adequacy of this prospectus. Any representation to the contrary is a criminal offense.

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE

TABLE OF CONTENTS

SUMMARIES OF THE FUNDS

Investment Objectives, Fees and Expenses of the Fund, Principal Investment Strategies of the Fund, Principal Risks of Investing in the Fund, Past Performance, Fund Management, Buying and Selling Shares, Tax Information and Financial Intermediary Compensation

SUMMARY OF VARIABLE PORTFOLIO-CONSERVATIVE PORTFOLIO.............................   3P
SUMMARY OF VARIABLE PORTFOLIO-MODERATELY CONSERVATIVE PORTFOLIO..................   6P
SUMMARY OF VARIABLE PORTFOLIO-MODERATE PORTFOLIO.................................   9P
SUMMARY OF VARIABLE PORTFOLIO-MODERATELY AGGRESSIVE PORTFOLIO....................  12P
SUMMARY OF VARIABLE PORTFOLIO-AGGRESSIVE PORTFOLIO...............................  15P
MORE INFORMATION ABOUT THE FUNDS.................................................  18P
Investment Objectives............................................................  18p
Principal Investment Strategies of the Funds.....................................  18p
Principal Risks of Investing in the Funds........................................  20p
MORE ABOUT ANNUAL FUND OPERATING EXPENSES........................................  22P
OTHER INVESTMENT STRATEGIES AND RISKS............................................  23P
FUND MANAGEMENT AND COMPENSATION.................................................  23P
BUYING AND SELLING SHARES........................................................  26P
Description of Fund Shares.......................................................  26p
Pricing and Valuing of Fund Shares...............................................  26p
Purchasing Shares................................................................  27p
Transferring/Selling Shares......................................................  27p
Market Timing....................................................................  27p
DISTRIBUTIONS AND TAXES..........................................................  28P
APPENDIX A: UNDERLYING FUNDS -- INVESTMENT OBJECTIVES AND STRATEGIES.............  A.1
APPENDIX B: UNDERLYING FUNDS -- RISKS............................................  B.1

2P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

SUMMARY OF VARIABLE PORTFOLIO-CONSERVATIVE PORTFOLIO (CONSERVATIVE PORTFOLIO)

INVESTMENT OBJECTIVE

The Fund seeks to provide a high level of total return that is consistent with a conservative level of risk.

FEES AND EXPENSES OF THE FUND

This table describes the Fund's fees and expenses that you may pay if you buy a variable annuity or life insurance policy and allocate your purchase payments or premiums to subaccounts that invest in the Fund. The table does not reflect any charges or expenses imposed by insurance companies on subaccounts or contracts. If such sales charges or expenses had been included, the expenses set forth below would be higher. In addition to the total annual Fund operating expenses that the Fund bears directly, the Fund's shareholders indirectly bear the expenses of the underlying funds (or acquired funds) in which the Fund invests. The Fund's "Acquired fund fees and expenses," based on its allocations to the underlying funds, is as shown. Because acquired funds will have varied expense and fee levels and the Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred by the Fund with respect to such investments will vary.

Conservative Portfolio

ANNUAL FUND OPERATING EXPENSES(A) (EXPENSES THAT YOU PAY EACH YEAR AS A
PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                              CLASS 2  CLASS 4
Management fees                                                                0.00%     0.00%
Distribution and/or service (12b-1) fees                                       0.25%     0.25%
Other expenses                                                                 0.04%     0.04%
Acquired fund fees and expenses (underlying funds)                             0.62%     0.62%
Total annual fund operating expenses                                           0.91%     0.91%
Less: fee waiver/expense reimbursement(b)                                      0.00%    (0.05%)
Total annual fund and acquired fund fees and expenses after fee
waiver/expense reimbursement(b)                                                0.91%     0.86%

(a) Other expenses and acquired fund fees and expenses are based on estimated amounts for the current fiscal year and are not adjusted to reflect the Fund's average net assets as of a different period or point in time, as the Fund's asset levels will fluctuate. The Fund's operating expenses will increase as its assets decrease, such that the Fund's actual expense ratios may be higher than the expense ratio presented in the table.

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses for all share classes until at least April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (including fees and expenses of acquired funds) will not exceed 0.86% for Class 4 shares of the Fund through April 30, 2012, unless sooner terminated at the sole discretion of the Fund's Board.

EXAMPLE

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in a subaccount that invests in the Fund for the time periods indicated and then redeem all of your investment at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The Example includes contractual commitments to waive fees and reimburse expenses, if any, expiring as indicated in the preceding table. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 CONSERVATIVE PORTFOLIO                                                    1 YEAR   3 YEARS
Class 2                                                                      $93      $290
Class 4                                                                      $88      $280

This Example does not reflect the charges or expenses that apply to the subaccounts or the contracts. If such charges or expenses had been included, your costs set forth above would have been higher.

PORTFOLIO TURNOVER

The Fund will indirectly bear the expenses associated with portfolio turnover of the underlying funds. The underlying funds pay transaction costs, such as commissions, when they buy and sell securities (or "turn over" their portfolios). An underlying fund's higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 3P

Conservative Portfolio

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund is a "fund of funds" and seeks to achieve its objective by investing in a combination of underlying funds representing three primary asset classes:
equity, fixed income and cash. The Fund may invest in derivatives such as index futures, Treasury futures, currency forwards, index-based total return swaps and indexed-based credit default swaps. Under normal market conditions, the Fund intends to invest in each asset class within the following target asset allocation ranges:

EQUITY      FIXED INCOME       CASH
15-25%         65-75%         5-15%

Market appreciation or depreciation may cause the Fund to be temporarily outside the range identified in the table. The investment manager may modify the target allocation ranges only upon approval of the Fund's Board of Trustees (the Board).

In selecting the proportion of the Fund's assets to be invested within and across each of the three primary asset classes, the investment manager considers the independent analysis of Morningstar Associates (Morningstar), an independent investment consultant, on a broad range of aspects related to the management of the Fund including, but not limited to, the Fund's asset allocation targets, the performance of the underlying funds, the types of investment categories represented by the underlying funds, and the consideration of additional underlying funds. The investment manager retains full discretion over the Fund's investment activities. The Fund may also invest in derivative instruments to achieve its objective.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include specific risks relating to the investment in the Fund based on its investment process, and certain general risks based on its "funds of funds" structure. These risks are identified below.

ACTIVE MANAGEMENT/ALLOCATION RISK. The risk that the investment manager's evaluations regarding asset classes or underlying funds and the Fund's allocations thereto may be incorrect. The ability of the Fund to realize its investment objective will depend, in part, on the extent to which the underlying funds realize their investment objectives. There is no guarantee that the underlying funds will achieve their investment objectives. The Fund is exposed to the same risks as the underlying funds in direct proportion to the allocation of its assets among the underlying funds.

DERIVATIVES RISK. Losses involving derivative instruments may be substantial, because a relatively small price movement in the underlying security(ies), instrument, currency or index may result in a substantial loss for the Fund. In addition to the potential for increased losses, the use of derivative instruments may lead to increased volatility within the Fund. Derivatives will typically increase the Fund's exposure to principal risks to which it is otherwise exposed, and may expose the Fund to additional risks, including leverage risk, hedging risk, correlation risk, and liquidity risk.

RISKS OF UNDERLYING FUNDS. By investing in a combination of underlying funds, the Fund has exposure to the risks associated with many areas of the market. Since Conservative Portfolio intends to invest a significant portion of its assets in fixed income asset classes, the Fund may have higher exposure to the following principal risks of the underlying funds: Counterparty Risk, Credit Risk, Derivatives Risk, Interest Rate Risk, Issuer Risk and Prepayment and Extension Risk. Also, in addition to the Fund's operating expenses, you will indirectly bear the operating expenses of the underlying funds. Thus, the expenses you bear as an investor in the Fund will be higher than if you invested directly in the underlying funds. A description of the more common principal risks to which the underlying funds (and thus, the Fund) are subject to are identified under "More Information about the Funds -- Principal Risks of Investing in the Funds -- Certain Principal Risks of the Underlying Funds." A more complete list of principal risks associated with direct investment in the underlying funds is set forth in Appendix B. Additional risks of the underlying funds are set forth in the SAI.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available. When available, Conservative Portfolio intends to compare its performance to the Barclays Capital U.S. Aggregate Bond Index and a Blended Index, consisting of 70% Barclays Capital U.S. Aggregate Bond Index, 14% Russell 3000 Index, 6% Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex-US and 10% Citigroup 3-month U.S. Treasury Bill Index.

4P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

Conservative Portfolio

FUND MANAGEMENT
INVESTMENT MANAGER: RiverSource Investments, LLC

 PORTFOLIO MANAGER          TITLE                                   MANAGED FUND SINCE
Colin J. Lundgren           Portfolio Manager                       May 2010
Gene R. Tannuzzo            Portfolio Manager                       May 2010
Kent M. Bergene             Vice President, Mutual Fund Products    May 2010

BUYING AND SELLING SHARES

Please refer to your annuity contract or life insurance policy prospectus for more information.

TAX INFORMATION

The Fund will be treated as a partnership for federal income tax purposes, and does not expect to make regular distributions to shareholders. All distributions by the Fund are automatically reinvested in additional Fund shares. The reinvestment price is the next calculated NAV after the distribution is paid.

FINANCIAL INTERMEDIARY COMPENSATION

The Fund is sold exclusively as underlying investment options of variable insurance policies and annuity contracts (products) offered by RiverSource Life Insurance Company (RiverSource Life) and its wholly-owned subsidiary, RiverSource Life Insurance Co. of New York (collectively, the Companies). The Companies may receive payments from affiliates and non-affiliates for including the Fund and unaffiliated funds, respectively, as investment options in the products. These payments may create a conflict of interest by influencing the Companies' decision regarding which funds to include in a product. Employees of the Companies and their affiliates, including affiliated broker-dealers, may be separately incented to include the Fund in the product or, if included, recommend the sale of Fund shares, as employee compensation (directly or indirectly) and business unit operating goals at all levels are tied to the company's success. See the product prospectus for more information regarding these payments and allocations.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 5P

SUMMARY OF VARIABLE PORTFOLIO-MODERATELY CONSERVATIVE PORTFOLIO (MODERATELY CONSERVATIVE PORTFOLIO)

INVESTMENT OBJECTIVE

The Fund seeks to provide a high level of total return that is consistent with a moderately conservative level of risk.

FEES AND EXPENSES OF THE FUND

Moderately Conservative Portfolio

ANNUAL FUND OPERATING EXPENSES(a) (EXPENSES THAT YOU PAY EACH YEAR AS A
PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                              CLASS 2  CLASS 4
Management fees                                                                0.00%     0.00%
Distribution and/or service (12b-1) fees                                       0.25%     0.25%
Other expenses                                                                 0.04%     0.04%
Acquired fund fees and expenses (underlying funds)                             0.66%     0.66%
Total annual fund operating expenses                                           0.95%     0.95%
Less: fee waiver/expense reimbursement(b)                                      0.00%    (0.05%)
Total annual fund and acquired fund fees and expenses after fee
waiver/expense reimbursement(b)                                                0.95%     0.90%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses for all share classes until at least April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (including fees and expenses of acquired funds) will not exceed 0.90% for Class 4 shares of the Fund through April 30 2012, unless sooner terminated at the sole discretion of the Fund's Board.

EXAMPLE

 MODERATELY CONSERVATIVE PORTFOLIO                                         1 YEAR   3 YEARS
Class 2                                                                      $97      $303
Class 4                                                                      $92      $293

This Example does not reflect the charges or expenses that apply to the subaccounts or the contracts. If such charges or expenses had been included, your costs set forth above would have been higher.

PORTFOLIO TURNOVER

The Fund will indirectly bear the expenses associated with portfolio turnover of the underlying funds. The underlying funds pay transaction costs, such as commissions, when they buy and sell securities (or "turn over" their portfolio). An underlying fund's higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.

6P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

Moderately Conservative Portfolio

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

EQUITY      FIXED INCOME       CASH
30-40%         55-65%         0-10%

PRINCIPAL RISKS OF INVESTING IN THE FUND

ACTIVE MANAGEMENT/ALLOCATION RISK. The risk that the investment manager's evaluations regarding asset classes or underlying funds and the Fund's allocations thereto may be incorrect. The ability of the Fund to realize its investment objective will depend, in part, on the extent to which the underlying funds realize their investment objectives. There is no guarantee that the underlying funds will achieve their investment objectives. The Fund is exposed to the same risks as the underlying funds in direct proportion to the allocation of its assets among the underlying funds.

RISKS OF UNDERLYING FUNDS. By investing in a combination of underlying funds, the Fund has exposure to the risks associated with many areas of the market. Since Moderately Conservative Portfolio intends to invest a significant portion of its assets in fixed income asset classes, the Fund may have higher exposure to the following principal risks of the underlying funds: Counterparty Risk, Credit Risk, Derivatives Risk, Interest Rate Risk, Issuer Risk and Prepayment and Extension Risk. Also, in addition to the Fund's operating expenses, you will indirectly bear the operating expenses of the underlying funds. Thus, the expenses you bear as an investor in the Fund will be higher than if you invested directly in the underlying funds. A description of the more common principal risks to which the underlying funds (and thus, the Fund) are subject to are identified under "More Information about the Funds -- Principal Risks of Investing in the Funds -- Certain Principal Risks of the Underlying Funds." A more complete list of principal risks associated with direct investment in the underlying funds is set forth in Appendix B. Additional risks of the underlying funds are set forth in the SAI.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available. When available, Moderately Conservative Portfolio intends to compare its performance to the Barclays Capital U.S. Aggregate Bond Index and a Blended Index, consisting of 60% Barclays Capital U.S. Aggregate Bond Index, 24.5% Russell 3000 Index, 10.5% Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex-US and 5% Citigroup 3-month U.S. Treasury Bill Index.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 7P

Moderately Conservative Portfolio

FUND MANAGEMENT
INVESTMENT MANAGER: RiverSource Investments, LLC

 PORTFOLIO MANAGER          TITLE                                   MANAGED FUND SINCE
Colin J. Lundgren           Portfolio Manager                       May 2010
Gene R. Tannuzzo            Portfolio Manager                       May 2010
Kent M. Bergene             Vice President, Mutual Fund Products    May 2010

BUYING AND SELLING SHARES

Please refer to your annuity contract or life insurance policy prospectus for more information.

TAX INFORMATION

FINANCIAL INTERMEDIARY COMPENSATION

8P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

SUMMARY OF VARIABLE PORTFOLIO-MODERATE PORTFOLIO (MODERATE PORTFOLIO)

INVESTMENT OBJECTIVE

The Fund seeks to provide a high level of total return that is consistent with a moderate level of risk.

FEES AND EXPENSES OF THE FUND

Moderate Portfolio

ANNUAL FUND OPERATING EXPENSES(a) (EXPENSES THAT YOU PAY EACH YEAR AS A
PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                              CLASS 2  CLASS 4
Management fees                                                                0.00%     0.00%
Distribution and/or service (12b-1) fees                                       0.25%     0.25%
Other expenses                                                                 0.04%     0.04%
Acquired fund fees and expenses (underlying funds)                             0.70%     0.70%
Total annual fund operating expenses                                           0.99%     0.99%
Less: fee waiver/expense reimbursement(b)                                      0.00%    (0.05%)
Total annual fund and acquired fund fees and expenses after fee
waiver/expense reimbursement(b)                                                0.99%     0.94%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses for all share classes until at least April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (including fees and expenses of acquired funds) will not exceed 0.94% for Class 4 shares of the Fund through April 30, 2012, unless sooner terminated at the sole discretion of the Fund's Board.

EXAMPLE

 MODERATE PORTFOLIO                                                        1 YEAR   3 YEARS
Class 2                                                                     $101      $316
Class 4                                                                     $ 96      $305

This Example does not reflect the charges or expenses that apply to the subaccounts or the contracts. If such charges or expenses had been included, your costs set forth above would have been higher.

PORTFOLIO TURNOVER

The Fund will indirectly bear the expenses associated with portfolio turnover of the underlying funds. The underlying funds pay transaction costs, such as commissions, when they buy and sell securities (or "turn over" their portfolio). An underlying fund's higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 9P

Moderate Portfolio

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

EQUITY      FIXED INCOME      CASH
45-55%         45-55%         0-5%

PRINCIPAL RISKS OF INVESTING IN THE FUND

ACTIVE MANAGEMENT/ALLOCATION RISK. The risk that the investment manager's evaluations regarding asset classes or underlying funds and the Fund's allocations thereto may be incorrect. The ability of the Fund to realize its investment objective will depend, in part, on the extent to which the underlying funds realize their investment objectives. There is no guarantee that the underlying funds will achieve their investment objectives. The Fund is exposed to the same risks as the underlying funds in direct proportion to the allocation of its assets among the underlying funds.

RISKS OF UNDERLYING FUNDS. By investing in a combination of underlying funds, the Fund has exposure to the risks associated with many areas of the market. Since Moderate Portfolio intends to invest its assets in a balance of equity and fixed income asset classes, the Fund may have higher exposure to the following principal risks of the underlying funds: Active Management risk, Counterparty Risk, Credit Risk, Derivatives Risk, Interest Rate Risk, Issuer Risk, Market Risk, Prepayment and Extension Risk and Small and Mid-Sized Company Risk. Also, in addition to the Fund's operating expenses, you will indirectly bear the operating expenses of the underlying funds. Thus, the expenses you bear as an investor in the Fund will be higher than if you invested directly in the underlying funds. A description of the more common principal risks to which the underlying funds (and thus, the Fund) are subject to are identified under "More Information about the Funds -- Principal Risks of Investing in the Funds -- Certain Principal Risks of the Underlying Funds." A more complete list of principal risks associated with direct investment in the underlying funds is set forth in Appendix B. Additional risks of the underlying funds are set forth in the SAI.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available. When available, Moderate Portfolio intends to compare its performance to the Barclays Capital U.S. Aggregate Bond Index and a Blended Index, consisting of 50% Barclays Capital U.S. Aggregate Bond Index, 35% Russell 3000 Index and 15% Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex-US.

10P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

Moderate Portfolio

FUND MANAGEMENT
INVESTMENT MANAGER: RiverSource Investments, LLC

 PORTFOLIO MANAGER          TITLE                                   MANAGED FUND SINCE
Colin J. Lundgren           Portfolio Manager                       May 2010
Gene R. Tannuzzo            Portfolio Manager                       May 2010
Kent M. Bergene             Vice President, Mutual Fund Products    May 2010

BUYING AND SELLING SHARES

Please refer to your annuity contract or life insurance policy prospectus for more information.

TAX INFORMATION

FINANCIAL INTERMEDIARY COMPENSATION

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 11P

SUMMARY OF VARIABLE PORTFOLIO-MODERATELY AGGRESSIVE PORTFOLIO (MODERATELY AGGRESSIVE PORTFOLIO)

INVESTMENT OBJECTIVE

The Fund seeks to provide a high level of total return that is consistent with a moderately aggressive level of risk.

FEES AND EXPENSES OF THE FUND

Moderately Aggressive Portfolio

ANNUAL FUND OPERATING EXPENSES(a) (EXPENSES THAT YOU PAY EACH YEAR AS A
PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                              CLASS 2  CLASS 4
Management fees                                                                0.00%     0.00%
Distribution and/or service (12b-1) fees                                       0.25%     0.25%
Other expenses                                                                 0.04%     0.04%
Acquired fund fees and expenses (underlying funds)                             0.74%     0.74%
Total annual fund operating expenses                                           1.03%     1.03%
Less: fee waiver/expense reimbursement(b)                                      0.00%    (0.05%)
Total annual fund and acquired fund fees and expenses after fee
waiver/expense reimbursement(b)                                                1.03%     0.98%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses for all share classes until at least April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (including fees and expenses of acquired funds) will not exceed 0.98% for Class 4 shares of the Fund through April 30, 2012, unless sooner terminated at the sole discretion of the Fund's Board.

EXAMPLE

 MODERATELY AGGRESSIVE PORTFOLIO                                           1 YEAR   3 YEARS
Class 2                                                                     $105      $328
Class 4                                                                     $100      $318

This Example does not reflect the charges or expenses that apply to the subaccounts or the contracts. If such charges or expenses had been included, your costs set forth above would have been higher.

PORTFOLIO TURNOVER

The Fund will indirectly bear the expenses associated with portfolio turnover of the underlying funds. The underlying funds pay transaction costs, such as commissions, when they buy and sell securities (or "turn over" their portfolio). An underlying fund's higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.

12P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

Moderately Aggressive Portfolio

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

EQUITY      FIXED INCOME      CASH
60-70%         30-40%         0-5%

PRINCIPAL RISKS OF INVESTING IN THE FUND

ACTIVE MANAGEMENT/ALLOCATION RISK. The risk that the investment manager's evaluations regarding asset classes or underlying funds and the Fund's allocations thereto may be incorrect. The ability of the Fund to realize its investment objective will depend, in part, on the extent to which the underlying funds realize their investment objectives. There is no guarantee that the underlying funds will achieve their investment objectives. The Fund is exposed to the same risks as the underlying funds in direct proportion to the allocation of its assets among the underlying funds.

RISKS OF UNDERLYING FUNDS. By investing in a combination of underlying funds, the Fund has exposure to the risks associated with many areas of the market. Since Moderately Aggressive Portfolio intends to invest a significant portion of its assets in equity asset classes, the Fund may have higher exposure to the following principal risks of the underlying funds: Active Management risk, Derivatives Risk, Issuer Risk, Market Risk and Small and Mid-Sized Company Risk. Also, in addition to the Fund's operating expenses, you will indirectly bear the operating expenses of the underlying funds. Thus, the expenses you bear as an investor in the Fund will be higher than if you invested directly in the underlying funds. A description of the more common principal risks to which the underlying funds (and thus, the Fund) are subject to are identified under "More Information about the Funds -- Principal Risks of Investing in the Funds -- Certain Principal Risks of the Underlying Funds." A more complete list of principal risks associated with direct investment in the underlying funds is set forth in Appendix B. Additional risks of the underlying funds are set forth in the SAI.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available. When available, Moderately Aggressive Portfolio intends to compare its performance to the Russell 3000 Index and a Blended Index, consisting of 45.5% Russell 3000 Index, 35% Barclays Capital U.S. Aggregate Bond Index and 19.5% Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex-US.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 13P

Moderately Aggressive Portfolio

FUND MANAGEMENT
INVESTMENT MANAGER: RiverSource Investments, LLC

 PORTFOLIO MANAGER          TITLE                                   MANAGED FUND SINCE
Colin J. Lundgren           Portfolio Manager                       May 2010
Gene R. Tannuzzo            Portfolio Manager                       May 2010
Kent M. Bergene             Vice President, Mutual Fund Products    May 2010

BUYING AND SELLING SHARES

Please refer to your annuity contract or life insurance policy prospectus for more information.

TAX INFORMATION

FINANCIAL INTERMEDIARY COMPENSATION

14P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

SUMMARY OF VARIABLE PORTFOLIO-AGGRESSIVE PORTFOLIO (AGGRESSIVE PORTFOLIO)

INVESTMENT OBJECTIVE

The Fund seeks to provide a high level of total return that is consistent with an aggressive level of risk.

FEES AND EXPENSES OF THE FUND

Aggressive Portfolio

ANNUAL FUND OPERATING EXPENSES(a) (EXPENSES THAT YOU PAY EACH YEAR AS A
PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                              CLASS 2  CLASS 4
Management fees                                                                0.00%     0.00%
Distribution and/or service (12b-1) fees                                       0.25%     0.25%
Other expenses                                                                 0.04%     0.04%
Acquired fund fees and expenses (underlying funds)                             0.77%     0.77%
Total annual fund operating expenses                                           1.06%     1.06%
Less: fee waiver/expense reimbursement(b)                                      0.00%    (0.07%)
Total annual fund and acquired fund fees and expenses after fee
waiver/expense reimbursement(b)                                                1.06%     0.99%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses for all share classes until at least April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (including fees and expenses of acquired funds) will not exceed 0.99% for Class 4 shares of the Fund through April 30, 2012, unless sooner terminated at the sole discretion of the Fund's Board.

EXAMPLE

 AGGRESSIVE PORTFOLIO                                                      1 YEAR   3 YEARS
Class 2                                                                     $108      $337
Class 4                                                                     $101      $323

This Example does not reflect the charges or expenses that apply to the subaccounts or the contracts. If such charges or expenses had been included, your costs set forth above would have been higher.

PORTFOLIO TURNOVER

The Fund will indirectly bear the expenses associated with portfolio turnover of the underlying funds. The underlying funds pay transaction costs, such as commissions, when they buy and sell securities (or "turn over" their portfolio). An underlying fund's higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 15P

Aggressive Portfolio

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

EQUITY      FIXED INCOME      CASH
75-85%         15-25%         0-5%

PRINCIPAL RISKS OF INVESTING IN THE FUND

ACTIVE MANAGEMENT/ALLOCATION RISK. The risk that the investment manager's evaluations regarding asset classes or underlying funds and the Fund's allocations thereto may be incorrect. The ability of the Fund to realize its investment objective will depend, in part, on the extent to which the underlying funds realize their investment objectives. There is no guarantee that the underlying funds will achieve their investment objectives. The Fund is exposed to the same risks as the underlying funds in direct proportion to the allocation of its assets among the underlying funds.

RISKS OF UNDERLYING FUNDS. By investing in a combination of underlying funds, the Fund has exposure to the risks associated with many areas of the market. Since Aggressive Portfolio intends to invest a significant portion of its assets in equity asset classes, the Fund may have higher exposure to the following principal risks of the underlying funds: Active Management risk, Derivatives Risk, Market Risk and Small and Mid-Sized Company Risk. Also, in addition to the Fund's operating expenses, you will indirectly bear the operating expenses of the underlying funds. Thus, the expenses you bear as an investor in the Fund will be higher than if you invested directly in the underlying funds. A description of the more common principal risks to which the underlying funds (and thus, the Fund) are subject to are identified under "More Information about the Funds -- Principal Risks of Investing in the Funds -- Certain Principal Risks of the Underlying Funds." A more complete list of principal risks associated with direct investment in the underlying funds is set forth in Appendix B. Additional risks of the underlying funds are set forth in the SAI.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available. When available, Aggressive Portfolio intends to compare its performance to the Russell 3000 Index and a Blended Index, consisting of 56% Russell 3000 Index, 24% Morgan Stanley Capital International (MSCI) All Country World Index (ACWI) ex-US and 20% Barclays Capital U.S. Aggregate Bond Index.

16P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

Aggressive Portfolio

FUND MANAGEMENT

INVESTMENT MANAGER: RIVERSOURCE INVESTMENTS, LLC

 PORTFOLIO MANAGER          TITLE                                   MANAGED FUND SINCE
Colin J. Lundgren           Portfolio Manager                       May 2010
Gene R. Tannuzzo            Portfolio Manager                       May 2010
Kent M. Bergene             Vice President, Mutual Fund Products    May 2010

BUYING AND SELLING SHARES

Please refer to your annuity contract or life insurance policy prospectus for more information.

TAX INFORMATION

FINANCIAL INTERMEDIARY COMPENSATION

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 17P

MORE INFORMATION ABOUT THE FUNDS

INVESTMENT OBJECTIVES

The objective of each Fund is to provide a high level of total return that is consistent with an acceptable level of risk. The following paragraphs highlight the objectives and compare each Fund's levels of risk and potential for return relative to one another.

VARIABLE PORTFOLIO-CONSERVATIVE PORTFOLIO (CONSERVATIVE PORTFOLIO) is designed for investors seeking a high level of total return that is consistent with a conservative level of risk. The Fund invests primarily in underlying funds that invest in fixed income securities and may be most appropriate for investors with a shorter-term investment horizon.

VARIABLE PORTFOLIO-MODERATELY CONSERVATIVE PORTFOLIO (MODERATELY CONSERVATIVE PORTFOLIO) is designed for investors seeking a high level of total return that is consistent with a moderately conservative level of risk. The Fund invests primarily in underlying funds that invest in fixed income securities and also invests a moderate amount in underlying funds that invest in equity securities. The Fund may be most appropriate for investors with a short-to- intermediate term investment horizon.

VARIABLE PORTFOLIO-MODERATE PORTFOLIO (MODERATE PORTFOLIO) is designed for investors seeking a high level of total return that is consistent with a moderate level of risk. The Fund invests in a balance of underlying funds that invest in fixed income securities and underlying funds that invest in equity securities, and may be most appropriate for investors with an intermediate term investment horizon.

VARIABLE PORTFOLIO-MODERATELY AGGRESSIVE PORTFOLIO (MODERATELY AGGRESSIVE PORTFOLIO) is designed for investors seeking a high level of total return that is consistent with a moderately aggressive level of risk. The Fund invests primarily in underlying funds that invest in equity securities and also invests a moderate amount in underlying funds that invest in fixed income securities. The Fund may be most appropriate for investors with an intermediate-to-long term investment horizon.

VARIABLE PORTFOLIO-AGGRESSIVE PORTFOLIO (AGGRESSIVE PORTFOLIO) is designed for investors seeking a high level of total return that is consistent with an aggressive level of risk. The Fund invests primarily in underlying funds that invest in equity securities and also invests a small amount in underlying funds that invest in fixed income securities. The Fund may be most appropriate for investors with a longer-term investment horizon.

Because any investment involves risk, there is no assurance a Fund's objective can be achieved. Only the Board of Trustees (the Board) can change the Fund's objective.

Conservative Portfolio, Moderately Conservative Portfolio, Moderate Portfolio, Moderately Aggressive Portfolio and Aggressive Portfolio are singularly and collectively, where the context requires, referred to as either "the Fund," "each Fund" or "the Funds." The funds in which the Funds invest are referred to as the "underlying funds" or "acquired funds." Investments by the Funds referred to above are made through investments in underlying funds or derivative instruments.

PLEASE REMEMBER THAT YOU MAY NOT BUY (NOR WILL YOU OWN) SHARES OF A FUND DIRECTLY. YOU INVEST BY BUYING A VARIABLE ANNUITY CONTRACT OR LIFE INSURANCE POLICY AND ALLOCATING YOUR PURCHASE PAYMENTS TO THE VARIABLE SUBACCOUNT OR VARIABLE ACCOUNT (THE SUBACCOUNTS) THAT INVESTS IN THE FUND.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUNDS

The Funds are intended for investors who have an objective of achieving a high level of total return consistent with a certain level of risk, but prefer to have investment decisions managed by professional money managers. Each Fund is a "fund of funds" and seeks to achieve its objective by investing in a combination of underlying funds for which RiverSource Investments, LLC (RiverSource Investments or the investment manager) or an affiliate acts as investment manager or principal underwriter. RiverSource Investments is the investment manager for each of the Funds. By investing in a combination of underlying funds, the Funds seek to minimize the risks associated with investing in a single fund.

18P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

The Funds seek to achieve their objectives by investing in a combination of underlying funds representing three primary asset classes: equity, fixed income and cash. Under normal market conditions, the Funds intend to invest in each asset class within the following target asset allocation ranges:

                                                                   ASSET CLASSES
                                                      (TARGET ALLOCATION RANGE - UNDER NORMAL
                                                                MARKET CONDITIONS)*
-----------------------------------------------------------------------------------------------
FUND                                               EQUITY           FIXED INCOME           CASH
Conservative                                        15-25%              65-75%             5-15%
Moderately Conservative                             30-40%              55-65%             0-10%
Moderate                                            45-55%              45-55%              0-5%
Moderately Aggressive                               60-70%              30-40%              0-5%
Aggressive                                          75-85%              15-25%              0-5%

* Market appreciation or depreciation may cause the Fund to be temporarily outside the range identified in the table. The investment manager may modify the target allocation ranges only upon approval of the Funds' Board of Trustees. Allocation ranges include the Fund's exposure to derivatives.

In selecting the proportion of a Fund's assets to be invested within and across each of the three primary asset classes, the investment manager considers the independent analysis of Morningstar Associates, an independent investment consultant, on a broad range of aspects related to the management of the Funds including, but not limited to, the Funds' asset allocation targets, the performance of the underlying funds, the types of investment categories represented by the underlying funds, and the consideration of additional underlying funds. The investment manager retains full discretion over the Funds' investment activities.

The investment manager monitors underlying fund selections, allocations and investment performance, and will take actions it deems appropriate to position the Funds to achieve their investment objectives, including investing in any underlying fund, adding new underlying funds, and altering target allocations as necessary. The investment manager will implement the Funds' asset allocation process by directing net cash inflows (outflows) to purchase (redeem) shares of the underlying funds which are underweight (overweight) the then-current target allocation, purchasing or redeeming shares of the underlying funds to maintain or change the percentage of a Fund's assets invested in the underlying funds, or investing directly in derivatives to seek targeted asset class levels.

The Funds may also invest directly in derivatives to produce incremental earnings, to hedge existing positions, to increase market exposure and investment flexibility, or to obtain or reduce credit exposure. Derivatives that the Funds may invest in include index futures, Treasury futures, currency forwards, index-based total return swaps and index-based credit default swaps.

UNDERLYING FUNDS

Below are the underlying funds available to the Funds within each asset class. Certain underlying funds, due to their characteristics, may fit into more than one category, and be used by the investment manager for that purpose. A description of the underlying funds' investment objectives and strategies is included in Appendix A. A description of the principal risks associated with these underlying funds is included in Appendix B. The prospectus and Statement of Additional Information for the underlying funds are incorporated by reference into this prospectus and are available free of charge by calling 1 (800) 221- 2450.

EQUITY

RiverSource Variable Portfolio-Diversified Equity Income Fund, RiverSource Variable Portfolio-Dynamic Equity Fund, RiverSource Variable Portfolio-Mid Cap Growth Fund, RiverSource Variable Portfolio-Mid Cap Value Fund, Seligman Variable Portfolio-Growth Fund, Seligman Variable Portfolio-Larger-Cap Value Fund, Seligman Variable Portfolio-Smaller-Cap Value Fund, Threadneedle Variable Portfolio-Emerging Markets Fund, Threadneedle Variable Portfolio-International Opportunity Fund, Variable Portfolio-AllianceBernstein International Value Fund, Variable Portfolio-American Century Growth Fund, Variable Portfolio-Davis New York Venture Fund (formerly RiverSource Partners Variable Portfolio-Fundamental Value Fund), Variable Portfolio-Goldman Sachs Mid Cap Value Fund (formerly RiverSource Partners Variable Portfolio-Select Value Fund), Variable Portfolio- International Fund, Variable Portfolio-Invesco International Growth Fund, Variable Portfolio-Jennison Mid Cap Growth Fund, Variable Portfolio-Marsico Growth Fund, Variable Portfolio-MFS Value Fund, Variable Portfolio-Mondrian International Small Cap Fund, Variable Portfolio-Morgan Stanley Global Real Estate Fund, Variable Portfolio-NFJ Dividend Value Fund, Variable Portfolio- Partners Small Cap Growth Fund, Variable Portfolio-Partners Small Cap Value Fund (formerly RiverSource Partners Variable Portfolio-Small Cap Value Fund), Variable Portfolio-Pyramis(R) International Equity Fund, Variable Portfolio-UBS Large Cap Growth Fund and Variable Portfolio-U.S. Equity Fund

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 19P

FIXED INCOME

RiverSource Variable Portfolio-Diversified Bond Fund, RiverSource Variable Portfolio-Global Bond Fund, RiverSource Variable Portfolio-Global Inflation Protected Securities Fund, RiverSource Variable Portfolio-High Yield Bond Fund, RiverSource Variable Portfolio-Income Opportunities Fund, RiverSource Variable Portfolio-Limited Duration Bond Fund, RiverSource Variable Portfolio-Short Duration US Government Fund, RiverSource Variable Portfolio-Strategic Income Fund, Variable Portfolio-American Century Diversified Bond Fund, Variable Portfolio-Eaton Vance Floating-Rate Income Fund, Variable Portfolio-J.P. Morgan Core Bond Fund, Variable Portfolio-PIMCO Mortgage-Backed Securities Fund and Variable Portfolio-Wells Fargo Short Duration Government Fund

CASH

RiverSource Variable Portfolio-Cash Management Fund

Pyramis is a registered service mark of FMR LLC. Used under license.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Funds include specific risks relating to the investment in the Funds based on their investment processes, and certain general risks based on their "funds of funds" structure. These risks are identified below.

AFFILIATED FUND RISK. The risk that the investment manager may have potential conflicts of interest in selecting underlying funds because the fees paid to it by some underlying funds are higher than the fees paid by other underlying funds. However, the investment manager is a fiduciary to the Funds and is legally obligated to act in each Fund's best interests when selecting underlying funds, without taking fees into consideration.

ACTIVE MANAGEMENT/ALLOCATION RISK. The risk that the investment manager's evaluations regarding asset classes or underlying funds and the Fund's allocations thereto may be incorrect. Because the assets of each Fund will be invested in underlying funds, each Fund's investment performance is directly related to the investment performance of the underlying funds in which it invests. The ability of each Fund to realize its investment objective(s) will depend, in part, on the extent to which the underlying funds realize their investment objectives. There is no guarantee that the underlying funds will achieve their investment objectives. There is also a risk that the selected underlying funds' performance may be lower than the performance of the asset class they were selected to represent or may be lower than the performance of alternative underlying funds that could have been selected to represent the asset class. Also, each Fund is exposed to the same risks as the underlying funds in direct proportion to the allocation of its assets among the underlying funds.

DERIVATIVES RISK. Derivatives are financial instruments that have a value which depends upon, or is derived from, the value of something else, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. Losses involving derivative instruments may be substantial, because a relatively small price movement in the underlying security(ies), instrument, currency or index may result in a substantial loss for the Fund. In addition to the potential for increased losses, the use of derivative instruments may lead to increased volatility within the Fund. Derivative instruments in which the Fund invests will typically increase the Fund's exposure to principal risks to which it is otherwise exposed, and may expose the Fund to additional risks, including leverage risk, hedging risk, correlation risk, and liquidity risk.

Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument.

Hedging risk is the risk that derivative instruments used to hedge against an opposite position may offset losses, but they may also offset gains. There is no guarantee that a hedging strategy will eliminate the risk which the hedging strategy is intended to offset, which may lead to losses within the Fund.

Correlation risk is related to hedging risk and is the risk that there may be an incomplete correlation between the hedge and the opposite position, which may result in increased or unanticipated losses.

Liquidity risk is the risk that the derivative instrument may be difficult or impossible to sell or terminate, which may cause the Fund to be in a position to do something the investment manager would not otherwise choose, including accepting a lower price for the derivative instrument, selling other investments or foregoing another, more appealing investment opportunity. Derivative instruments which are not traded on an exchange, including, but not limited to, forward contracts, swaps and over-the-counter options, may have increased liquidity risk.

Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. See the SAI for more information on derivative instruments and related risks.

20P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

RISKS OF UNDERLYING FUND. By investing in a combination of underlying funds, the Funds have exposure to the risks of many areas of the market. Additionally, because each Fund is structured with a different risk/return profile, the risks set forth below are typically greater for Moderate Portfolio relative to Conservative Portfolio, and greater still for Aggressive Portfolio relative to both Moderate Portfolio and Conservative Portfolio. In addition to a Fund's operating expenses, you will indirectly bear the operating expenses of the underlying funds. Thus, the expenses you bear as an investor in a Fund will be higher than if you invested directly in the underlying funds. A description of the more common principal risks to which the underlying funds (and thus, the Funds) are subject to are identified below. A more complete list of principal risks associated with direct investment in the underlying funds is set forth in Appendix B. Additional risks of the underlying funds are set forth in the SAI.

CERTAIN PRINCIPAL RISKS OF THE UNDERLYING FUNDS

ACTIVE MANAGEMENT RISK. Each underlying fund is actively managed and its performance therefore will reflect in part the ability of the portfolio managers to select securities and to make investment decisions that are suited to achieving the underlying fund's investment objectives. Due to their active management, the underlying funds could underperform other mutual funds with similar investment objectives.

CREDIT RISK. The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise become unable or unwilling to honor a financial obligation, such as payments due on a bond or a note. If the underlying fund purchases unrated securities, or if the rating of a security is reduced after purchase, the underlying fund will depend on the investment manager's analysis of credit risk more heavily than usual. Non-investment grade securities, commonly called "high-yield" or "junk" bonds, may react more to perceived changes in the ability of the issuing entity or obligor to pay interest and principal when due than to changes in interest rates. Non- investment grade securities may have greater price fluctuations and are more likely to experience a default than investment grade bonds.

DERIVATIVES RISK. Derivatives are financial instruments that have a value which depends upon, or is derived from, the value of something else, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. Losses involving derivative instruments may be substantial, because a relatively small price movement in the underlying security(ies), instrument, currency or index may result in a substantial loss for the underlying fund. In addition to the potential for increased losses, the use of derivative instruments may lead to increased volatility within the underlying fund. Derivative instruments in which the underlying funds invest will typically increase each such fund's exposure to principal risks to which they are otherwise exposed, and may expose the fund to additional risks, including leverage risk, hedging risk, correlation risk, and liquidity risk.

Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument.

Liquidity risk is the risk that the derivative instrument may be difficult or impossible to sell or terminate, which may cause the underlying fund to be in a position to do something the investment manager would not otherwise choose, including accepting a lower price for the derivative instrument, selling other investments or foregoing another, more appealing investment opportunity. Derivative instruments which are not traded on an exchange, including, but not limited to, forward contracts, swaps and over-the-counter options, may have increased liquidity risk.

Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. See the SAI for more information on derivative instruments and related risks.

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, or other factors.

MARKET RISK. The market value of securities may fall or fail to rise. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. The market value of securities may fluctuate, sometimes rapidly and unpredictably. This risk is generally greater for small companies and for certain specialized instruments such as floating rate loans, which tend to be more vulnerable to adverse developments. In addition, focus on a particular style, for example, investment in value securities, may cause a fund to underperform other mutual funds if that style falls out of favor with the market.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 21P

NON-DIVERSIFICATION RISK. Although the Funds are diversified funds, certain of the underlying funds are non-diversified funds. A non-diversified fund may invest more of its assets in fewer companies than if it were a diversified fund. Because each investment may therefore have a greater effect on the underlying fund's performance, non-diversified underlying funds may be more exposed to the risks of loss and volatility than a fund that invests more broadly.

RISKS OF FOREIGN INVESTING. Foreign securities are securities of issuers based outside the United States. An issuer is deemed to be based outside the United States if it is organized under the laws of another country. Foreign securities are primarily denominated in foreign currencies. In addition to the risks normally associated with domestic securities of the same type, foreign securities are subject to the following foreign risks:

Country risk includes the political, economic, and other conditions of the country. These conditions include lack of publicly available information, less government oversight (including lack of accounting, auditing, and financial reporting standards), the possibility of government-imposed restrictions, and even the nationalization of assets. The liquidity of foreign investments may be more limited than for most U.S. investments, which means that, at times it may be difficult to sell foreign securities at desirable prices.

Currency risk results from the constantly changing exchange rate between local currency and the U.S. dollar. Whenever an underlying fund holds securities valued in a foreign currency or holds the currency, changes in the exchange rate add to or subtract from the value of the investment.

Custody risk refers to the process of clearing and settling trades. It also covers holding securities with local agents and depositories. Low trading volumes and volatile prices in less developed markets make trades harder to complete and settle. Local agents are held only to the standard of care of the local market. Governments or trade groups may compel local agents to hold securities in designated depositories that are not subject to independent evaluation. The less developed a country's securities market is, the greater the likelihood of problems occurring.

Emerging markets risk includes the dramatic pace of change (economic, social and political) in these countries as well as the other considerations listed above. These markets are in early stages of development and are extremely volatile. They can be marked by extreme inflation, devaluation of currencies, dependence on trade partners, and hostile relations with neighboring countries.

MORE ABOUT ANNUAL FUND OPERATING EXPENSES

The following information is presented in addition to, and should be read in conjunction with, "Fees and Expenses of the Fund" that appears in each Summary of the Fund.

Calculation of Annual Fund Operating Expenses. Annual fund operating expenses are based on estimated expenses for the Fund's current fiscal year and are expressed as a percentage (expense ratio) of the Fund's estimated average net assets during the fiscal period. The expense ratios reflect current fee arrangements. In general, the Fund's operating expenses will increase as its assets decrease, such that the Fund's actual expense ratios may be higher than the expense ratios presented in the table. The commitments by the investment manager and its affiliates to waive fees and/or cap (reimburse) expenses are expected to limit the impact of any increase in the Fund's operating expenses that would otherwise result because of a decrease in the Fund's assets in the current fiscal year.

The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses as described in the table below, unless sooner terminated at the sole discretion of the Fund's Board. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses, will not exceed the amounts shown below:

                                                                CLASS 2 AND CLASS 4               CLASS 4
                                                               UNTIL APRIL 30, 2011        UNTIL APRIL 30, 2012
                                                             (EXCLUDING ACQUIRED FUND    (INCLUDING ACQUIRED FUND
FUND                                                            FEES AND EXPENSES*)         FEES AND EXPENSES*)
----                                                         ------------------------    ------------------------
Variable Portfolio -- Conservative Portfolio                           0.32%                       0.86%
Variable Portfolio -- Moderately Conservative Portfolio                0.32%                       0.90%
Variable Portfolio -- Moderate Portfolio                               0.32%                       0.94%
Variable Portfolio -- Moderately Aggressive Portfolio                  0.32%                       0.98%
Variable Portfolio -- Aggressive Portfolio                             0.32%                       0.99%

* In addition to the fees and expenses which the Funds bear directly, each Fund indirectly bears a pro rata share of the fees and expenses of the funds in which it invests (also referred to as "acquired funds"), including affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange traded funds). Because the acquired funds have varied expense and fee levels and a Fund may own different proportions of acquired funds at different times, the amount of fees and expenses incurred indirectly by the Funds will vary.

22P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

OTHER INVESTMENT STRATEGIES AND RISKS

Affiliated Funds-of-Funds. A Fund may sell underlying funds in order to accommodate redemptions of the Fund's shares, to change the percentage of its assets invested in certain underlying funds in response to economic or market conditions, and to maintain or modify the proportion of its assets among the various asset classes or investment categories. The investment manager seeks to minimize the impact of the Funds' purchases and redemptions of shares of the underlying funds. This may result in a delay to an investment allocation decision, past the ideal time that the investment manager identified to implement the allocation. In addition, because the investment manager earns different fees from the underlying funds, in determining the allocation among the underlying funds, the investment manager may have an economic conflict of interest. The investment manager reports to the Fund's Board on the steps it has taken to manage any potential conflicts.

Other Investment Strategies. In addition to the principal investment strategies previously described, each Fund may invest in other securities and may use other investment strategies that are not principal investment strategies. Each Fund may invest in government securities and short-term paper. Each Fund may invest in underlying funds that fall outside of the targeted asset classes in order to increase diversification and reduce risk. For more information on strategies and holdings, and the risks of such strategies, see Appendix A and Appendix B as well as the Fund's SAI.

Unusual Market Conditions. The Fund may, from time to time, take temporary defensive positions, including investing more of its assets in money market securities in an attempt to respond to adverse market, economic, political, or other conditions. Although investing in these securities would serve primarily to attempt to avoid losses, this type of investing also could prevent the Fund from achieving its investment objective. During these times, the portfolio managers may make frequent securities trades that could result in increased fees, expenses and taxes, and decreased performance.

Securities Transaction Commissions. To the extent a Fund purchases securities other than shares of underlying funds, securities transactions involve the payment by the Fund of brokerage commissions to broker-dealers, on occasion as compensation for research or brokerage services (commonly referred to as "soft dollars"), as the portfolio managers buy and sell securities in pursuit of a Fund's objective. A description of the policies governing securities transactions and the dollar value of brokerage commissions paid by the Fund and underlying funds are set forth in the SAI. Funds that invest primarily in fixed income securities do not typically generate brokerage commissions that are used to pay for research or brokerage services. The brokerage commissions set forth in the SAI do not include implied commissions or mark-ups (implied commissions) for principal transactions (transactions made directly with a dealer or other counterparty), including most fixed income securities (and certain other instruments, including derivatives). Brokerage commissions do not reflect other elements of transaction costs, including the extent to which purchase and sale transactions may cause the market to move and change the market price for an investment.

Although brokerage commissions and implied commissions are not reflected in the expense table for each Fund under "Fees and Expenses of the Fund" for each Fund in the "Summaries of the Funds" section of this prospectus, they are reflected in the total return of the Fund.

Portfolio Turnover. Trading of securities may produce capital gains, which are taxable to shareholders when distributed. To the extent a Fund purchases securities other than shares of underlying funds, any active trading may also increase the amount of brokerage commissions paid or mark-ups to broker-dealers that the Fund pays when it buys and sells securities. Capital gains and increased brokerage commissions or mark-ups paid to broker-dealers may adversely affect a Fund's performance.

Directed Brokerage. The Funds' Boards have adopted a policy prohibiting the investment manager, or any subadviser, from considering sales of shares as a factor in the selection of broker-dealers through which to execute securities transactions. Additional information regarding securities transactions can be found in the SAI.

FUND MANAGEMENT AND COMPENSATION

INVESTMENT MANAGER

RiverSource Investments, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, is the investment manager to the RiverSource Family of Funds (including the Variable Portfolio Funds), and is a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial). Ameriprise Financial is a financial planning and financial services company that has been offering solutions for clients' asset accumulation, income management and protection needs for more than 110 years. In addition to managing investments for the RiverSource Family of Funds, RiverSource Investments manages investments for itself and its affiliates. For institutional clients, RiverSource Investments and its affiliates provide investment management and related services, such as separate account asset management, and institutional trust and custody, as well as other investment products. For all of its clients, RiverSource Investments seeks to allocate investment opportunities in an equitable manner over time. See the SAI for more information.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 23P

The Funds do not pay RiverSource Investments a direct management fee for managing their assets. Under the Funds' Investment Management Services Agreement (Agreement), however, each Fund pays its taxes, brokerage commissions, and nonadvisory expenses. A discussion regarding the basis for the Board approving the Agreement will be made available in the Funds' semiannual shareholder report for the period ended June 30, 2010.

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Funds are:

Colin J. Lundgren, CFA, Portfolio Manager

- Managed the Funds since May 2010.

- Vice President, Institutional Fixed Income.

- Joined RiverSource Investments in 1986.

- Began investment career in 1989.

- BA, Lake Forest College.

Gene R. Tannuzzo, CFA, Portfolio Manager

- Managed the Funds since May 2010.

- Sector manager, multi-sector fixed income.

- Joined RiverSource Investments in 2003 as an associate analyst in municipal bond research.

- Began investment career in 2003.

- BSB, University of Minnesota, Carlson School of Management.

Kent M. Bergene, Vice President, Mutual Fund Products

- Managed the Funds since May 2010.

- Joined RiverSource Investments in 1981.

- Vice President, Mutual Funds, since 2001; Director, Variable Annuity Products, from 1997 to 2000.

- BS, University of North Dakota.

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Funds.

24P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

ADDITIONAL SERVICES AND COMPENSATION

In addition to acting as the Funds' investment manager, RiverSource Investments and its affiliates also receive compensation for providing other services to the Funds.

ADMINISTRATION SERVICES. Ameriprise Financial, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, provides or compensates others to provide administrative services to the Funds. These services include administrative, accounting, treasury, and other services. Fees paid by each Fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses of the Fund" for each Fund in the "Summary of the Fund" section of this prospectus.

DISTRIBUTION AND SHAREHOLDER SERVICES. RiverSource Fund Distributors, Inc., 50611 Ameriprise Financial Center, Minneapolis, Minnesota 55474, (the distributor) provides underwriting and distribution services to the Funds. Under the Distribution Agreement and related distribution and shareholder servicing plans, the distributor receives distribution and shareholder servicing fees on Class 2 and Class 4 shares. The distributor uses these fees to support its distribution and servicing activity for Class 2 and Class 4 shares. Fees paid by the Fund for these services are set forth under "Distribution and/or service
(12b-1) fees" in the expense table under "Fees and Expenses of the Fund" for each Fund in the "Summary of the Fund" section of this prospectus. More information on how these fees are used is set forth under "Buying and Selling Shares -- Description of Fund Shares" and in the SAI.

The SAI provides additional information about the services provided under the agreements set forth above.

PAYMENTS TO AFFILIATED INSURANCE COMPANIES

The Funds are sold exclusively as underlying investment options of variable insurance policies and annuity contracts (products) offered by RiverSource Life Insurance Company (RiverSource Life) and its wholly-owned subsidiary, RiverSource Life Insurance Co. of New York (collectively, the Companies). RiverSource Investments and its affiliates make or support payments out of their own resources to the Companies as a result of the Companies including the Funds as investment options in the products. These allocations may be significant. In addition, employees of Ameriprise Financial and its affiliates, including employees of the Companies, may be separately incented to include the Funds in the product, as employee compensation and business unit operating goals at all levels are tied to the company's success. These products may also include unaffiliated mutual funds as investment options, and the Companies receive payments from the sponsors of these unaffiliated mutual funds as a result of including these funds in the products. The amount of payment from sponsors of unaffiliated funds or allocation from RiverSource Investments and its affiliates varies, and may be significant. The amount of the payment or allocation the Companies receive from a Fund may create an incentive for the Companies and may influence their decision regarding which funds to include in a product. Employees of Ameriprise Financial and its affiliates, including employees of affiliated broker-dealers, may be separately incented to recommend or sell shares of the Funds, as employee compensation and business unit operating goals at all levels are tied to the company's success. Certain employees, directly or indirectly, may receive higher compensation and other benefits as investment in the Funds increase. In addition, management, sales leaders and other employees may spend more of their time and resources promoting Ameriprise Financial and its subsidiary companies, including RiverSource Investments, and the distributor, and the products they offer, including the Funds. These arrangements are sometimes referred to as "revenue sharing payments," and are in addition to any 12b-1 distribution and/or service fees or other amounts paid by the Funds for account maintenance, sub-accounting or recordkeeping services provided directly by the Companies. See the product prospectus for more information regarding these payments and allocations.

POTENTIAL CONFLICTS OF INTEREST

Shares of the Funds may serve as the underlying investments for both variable annuity contracts and variable life insurance policies issued by the Companies. Due to differences in tax treatment or other considerations, the interests of various contract owners might at some time be in conflict. The Funds currently do not foresee any such conflict. However, if they do arise, the Board intends to consider what action, if any, should be taken in response to such conflicts. If such a conflict were to occur, one or more of each Company's separate accounts of the participating insurance companies might be required to withdraw its investments in the Funds. This might force the Funds to sell securities at disadvantageous prices.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 25P

ADDITIONAL MANAGEMENT INFORMATION

MANAGER OF MANAGERS EXEMPTION. The RiverSource Family of Funds has received an order from the Securities and Exchange Commission that permits RiverSource Investments, subject to the approval of the Board, to appoint a subadviser or change the terms of a subadvisory agreement for a Fund without first obtaining shareholder approval. The order permits the Fund to add or change unaffiliated subadvisers or change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. RiverSource Investments and its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create a conflict of interest. In making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, RiverSource Investments does not consider any other relationship it or its affiliates may have with a subadviser, and RiverSource Investments discloses the nature of any material relationships it has with a subadviser to the Board.

AFFILIATED PRODUCTS. RiverSource Investments seeks to balance potential conflicts between the Funds and the underlying funds in which they invest. For example, a Fund may seek to minimize the impact of its purchase and redemption of shares of the underlying funds, which may cause the underlying funds to incur transactions costs by implementing such transactions over a reasonable time frame. This delay may result in the Fund paying more or less for shares of the underlying funds than if the transactions were executed in one transaction. In addition, because RiverSource Investments earns different fees from the underlying funds, in determining the allocation of the Fund's assets among the underlying funds, RiverSource Investments may have an economic conflict of interest. RiverSource Investments reports to the Funds' Board on the steps it has taken to manage any potential conflicts.

FUND HOLDINGS DISCLOSURE. The Board has adopted policies and procedures that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the securities owned by the Funds. A description of these policies and procedures is included in the SAI.

LEGAL PROCEEDINGS. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds. Information regarding certain pending and settled legal proceedings may be found in the Funds' shareholder reports and in the SAI. Additionally, Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov.

BUYING AND SELLING SHARES

DESCRIPTION OF FUND SHARES

Each Fund may offer Class 2 shares to separate accounts funding variable annuity contracts and variable life insurance policies issued by affiliated life insurance companies. Class 4 shares are offered to participants in the Portfolio Navigator asset allocation program, and to owners of other series of annuity contracts or life insurance policies issued by RiverSource Life Insurance Company or RiverSource Life Insurance Co. of New York, as described in the prospectus for that annuity contract or life insurance policy. Not all Funds or share classes may be available under your annuity contract or life insurance policy. Under a Rule 12b-1 plan adopted by each Fund, Class 2 and Class 4 shares each pay an annual shareholder servicing and distribution ("12b-1") fee of up to 0.25% of average net assets. Each Fund pays this fee to RiverSource Fund Distributors, Inc. (the "distributor"), the principal underwriter of each Fund. The distributor uses this fee to make payments to the insurance companies or their affiliates for services that the insurance companies provide to contract owners who invest in Class 2 and Class 4 shares, and for distribution related expenses. Because these 12b-1 fees are paid out of the Fund's assets on an ongoing basis, over time they will increase the cost of your investment and may cost you more than other types of sales charges.

PRICING AND VALUING OF FUND SHARES

The net asset value (NAV) is the value of a single share of a Fund. The NAV is determined by dividing the value of a Fund's assets, minus any liabilities, by the number of shares outstanding. The NAV is calculated as of the close of business on the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time, on each day that the NYSE is open. The assets of the Fund will consist primarily of shares of the underlying funds, which are valued at their NAVs. The underlying funds' securities are valued primarily on the basis of market quotations and floating rate loans are valued primarily on the basis of indicative bids. Both market quotations and indicative bids are obtained from outside pricing services approved and monitored under procedures adopted by the Board. Certain short-term securities with maturities of 60 days or less are valued at amortized cost.

26P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

When reliable market quotations or indicative bids are not readily available, investments are priced at fair value based on procedures adopted by the Board. These procedures are also used when the value of an investment held by an underlying fund is materially affected by events that occur after the close of a securities market but prior to the time as of which the underlying fund's NAV is determined. Valuing investments at fair value involves reliance on judgment. The fair value of an investment is likely to differ from any available quoted or published price. To the extent that an underlying fund has significant holdings of small cap stocks, high yield bonds, floating rate loans, or foreign securities that may trade infrequently, fair valuation may be used more frequently than for other funds. The underlying funds use an unaffiliated service provider to assist in determining fair values for foreign securities.

Foreign investments are valued in U.S. dollars. Some of an underlying fund's securities may be listed on foreign exchanges that trade on weekends or other days when the underlying fund does not price its shares. In that event, the NAV of the underlying fund's shares may change on days when the Fund will not be able to purchase or sell the underlying fund's shares.

PURCHASING SHARES

You may not buy (nor will you own) shares of the Fund directly. You invest by buying an annuity contract or life insurance policy and allocating your purchase payments to the subaccount that invests in the Fund. Your purchase price will be the next NAV calculated after your request is received in good order by the Fund or an authorized insurance company.

For further information concerning minimum and maximum payments and submission and acceptance of your application, see your annuity contract or life insurance policy prospectus.

TRANSFERRING/SELLING SHARES

There is no sales charge associated with the purchase of Fund shares, but there may be charges associated with the surrender or withdrawal of your annuity contract or life insurance policy. Any charges that apply to the subaccount and your contract are described in your annuity contract or life insurance policy prospectus.

You may transfer all or part of your value in a subaccount investing in shares of the Fund to one or more of the other subaccounts investing in shares of other funds with different investment objectives.

You may provide instructions to sell any shares you have allocated to the subaccounts. Proceeds will be mailed within seven days after your surrender or withdrawal request is accepted by an authorized agent. The amount you receive may be more or less than the amount you invested. Your sale price will be the next NAV calculated after your request is received in good order by the Fund or an authorized insurance company.

Please refer to your annuity contract or life insurance policy prospectus for more information about transfers among subaccounts as well as surrenders and withdrawals.

MARKET TIMING

The assets of the Funds consist primarily of shares of underlying funds. Underlying funds may be more susceptible to the risks of market timing. Underlying funds that invest directly in securities that trade infrequently may be vulnerable to market timers. To the extent an underlying fund has significant holdings in securities that trade on overseas markets, small cap stocks, floating rate loans and/or high yield bonds, the risks of market timing may be greater for that fund than for other funds that do not. See Appendix A for a list of underlying funds' investment strategies. See "Pricing and Valuing of Fund Shares" for a discussion of the underlying funds' policy on fair value pricing, which is intended, in part, to reduce the frequency and impact of market timing.

The Funds and the underlying funds are currently offered as investment options under variable annuity contracts and life insurance policies offered by affiliated insurance companies. Because the affiliated insurance companies process Fund and underlying fund trades on an omnibus basis and the Funds and underlying funds cannot generally ascertain the identity of a particular contract or policyholder or whether the same contract or policyholder has placed a particular purchase or sale order, the Board has not adopted procedures to monitor market timing activity at the Fund or underlying fund level, but rather has approved procedures of the affiliated insurance companies, designed and administered by them to detect and deter market timing activities at the contract or policy level.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS 27P

Please refer to your annuity contract or life insurance policy prospectus for specific details on transfers between accounts and market timing policies and procedures.

The procedures of the affiliated insurance companies that are designed to detect and deter market timing activities at the contract or policy level cannot provide a guarantee that all market timing activity will be identified and restricted. The ability of an affiliated insurance company to detect and curtail excessive trading may be limited by operational systems and technological limitations. Also, contract and policyholders seeking to engage in market timing may deploy a variety of strategies to avoid detection. In addition, state law and the terms of some contracts and policies may prevent or restrict the effectiveness of the market timing procedures. Market timing activity that is not identified, prevented or restricted may impact the performance of a Fund and increase costs ultimately borne by contract owners.

DISTRIBUTIONS AND TAXES

The Funds will be treated as partnerships for federal income tax purposes, and do not expect to make regular distributions to shareholders.

REINVESTMENTS

Since all distributions by the Funds are automatically reinvested in additional Fund shares, the total value of your holdings will not change. The reinvestment price is the next calculated NAV after the distribution is paid.

TAXES

Each Fund intends to comply with the regulations relating to the diversification requirements under section 817(h) of the Internal Revenue Code.

IMPORTANT: This information is a brief and selective summary of some of the tax rules that apply to an investment in the Funds. Because tax matters are highly individual and complex, you should consult a qualified tax advisor.

Federal income taxation of subaccounts, life insurance companies and annuity contracts or life insurance policies is discussed in your annuity contract or life insurance policy prospectus.

28P RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

APPENDIX A

UNDERLYING FUNDS -- INVESTMENT OBJECTIVES AND STRATEGIES

The following is a brief description of the investment objectives and strategies of the underlying funds in which the Funds may invest as part of their principal investment strategies. RiverSource Investments may add new underlying funds for investment or change underlying funds without the approval of shareholders. Additional information regarding the underlying funds is available in the prospectus and statement of additional information for the underlying funds. This prospectus is not an offer for any of the underlying funds. For a copy of a prospectus of the underlying fund, which contains this and other information, call 1(800) 221-2450. Read the prospectus carefully before you invest.

 UNDERLYING FUNDS        INVESTMENT OBJECTIVES AND STRATEGIES
EQUITY FUNDS

RiverSource             The Fund seeks to provide shareholders with a high level of
Variable Portfolio-     current income and, as a secondary objective, steady growth of
Diversified Equity      capital.
Income Fund
                        The Fund's assets primarily are invested in equity securities.
                        Under normal market conditions, the Fund will invest at least
                        80% of its net assets in dividend-paying common and preferred
                        stocks. The Fund may invest up to 25% of its net assets in
                        foreign investments. The Fund can invest in any economic
                        sector, and, at times, it may emphasize one or more particular
                        sectors.
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RiverSource             The Fund seeks capital appreciation.
Variable Portfolio-
Dynamic Equity Fund     Under normal market conditions, at least 80% of the Fund's net
                        assets are invested in equity securities.
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RiverSource             The Fund seeks to provide shareholders with growth of capital.
Variable Portfolio-
Mid Cap Growth Fund     Under normal market conditions, the Fund will invest at least
                        80% of its net assets at the time of purchase in the common
                        stocks of mid-capitalization companies. The Fund will provide
                        shareholders with at least 60 days' notice of any change in the
                        80% policy.  The investment manager defines mid-cap companies
                        as those whose market capitalization (number of shares
                        outstanding multiplied by the share price) falls within the
                        range of the companies that comprise the Russell Midcap(R)
                        Growth Index (the Index). Over time, the market capitalizations
                        of the companies in the Index will change. As they do, the size
                        of the companies in which the Fund invests may change. As long
                        as an investment continues to meet the Fund's other investment
                        criteria, the Fund may choose to continue to hold a stock even
                        if the company's market capitalization grows beyond the largest
                        market capitalization of a company within the Index or falls
                        below the market capitalization of the smallest company within
                        the Index. The Fund can invest in any economic sector and, at
                        times, it may emphasize one or more particular sectors.
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RiverSource             The Fund seeks to provide shareholders with long-term growth of
Variable Portfolio-     capital.
Mid Cap Value Fund
                        Under normal circumstances, the Fund invests at least 80% of
                        its net assets (including the amount of any borrowings for
                        investment purposes) in equity securities of medium-sized
                        companies. Medium-sized companies are those whose market
                        capitalizations at the time of purchase fall within the range
                        of the Russell Midcap Value Index (the Index). The market
                        capitalization range of the companies in the Index is subject
                        to change. Up to 20% of the Fund may be invested in stocks of
                        smaller or larger companies, preferreds, convertibles, or other
                        debt securities. The Fund may invest up to 25% of its net
                        assets in foreign investments. The Fund can invest in any
                        economic sector and, at times, it may emphasize one or more
                        particular sectors.

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RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS A.1

 UNDERLYING FUNDS        INVESTMENT OBJECTIVES AND STRATEGIES
Seligman                The Fund seeks to provide shareholders with long-term capital
Variable Portfolio-     growth.
Growth Fund
                        The Fund invests primarily in common stocks of large U.S.
                        companies that fall within the range of the Russell 1000 Growth
                        Index. RiverSource Investments, LLC (the investment manager)
                        chooses common stocks for the Fund through fundamental
                        analysis, considering both qualitative and quantitative
                        factors. Up to 25% of the Fund's net assets may be invested in
                        foreign investments.
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Seligman                The Fund seeks to provide shareholders with long-term growth of
Variable Portfolio-     capital.
Larger-Cap Value Fund
                        Under normal market conditions, at least 80% of the Fund's net
                        assets are invested in equity securities of companies with a
                        market capitalization greater than $5 billion. Up to 25% of the
                        Fund's net assets may be invested in foreign investments. The
                        Fund can invest in any economic sector and, at times, it may
                        emphasize one or more particular sectors.
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Seligman                The Fund seeks to provide shareholders with long-term capital
Variable Portfolio-     growth.
Smaller-Cap Value Fund
                        The Fund's assets primarily are invested in equity securities.
                        Under normal market conditions, at least 80% of the Fund's net
                        assets are invested in equity securities of companies with
                        market capitalizations of up to $2 billion or that fall within
                        the range of the Russell 2000 Index at the time of investment.
                        The Fund can invest in any economic sector and, at times, it
                        may emphasize one or more particular sectors. Up to 25% of the
                        Fund's net assets may be invested in foreign investments.
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Threadneedle            The Fund seeks to provide shareholders with long-term capital
Variable Portfolio-     growth.
Emerging Markets Fund
                        The Fund's assets are primarily invested in equity securities
                        of emerging markets companies. Emerging markets are countries
                        characterized as developing or emerging by either the World
                        Bank or the United Nations. Under normal market conditions, at
                        least 80% of the Fund's net assets will be invested in
                        securities of companies that are located in emerging market
                        countries, or that earn 50% or more of their total revenues
                        from goods or services produced in emerging market countries or
                        from sales made in emerging market countries.
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Threadneedle            The Fund seeks to provide shareholders with capital
Variable Portfolio-     appreciation.
International
Opportunity Fund        The Fund's assets primarily are invested in equity securities
                        of foreign issuers that are believed to offer strong growth
                        potential. The Fund may invest in developed and in emerging
                        markets.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
AllianceBernstein       growth.
International Value
Fund                    The Fund's assets primarily are invested in equity securities
                        of foreign issuers that are believed to be undervalued and
                        offer growth potential. The Fund may invest in both developed
                        and emerging markets.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
American Century        growth.
Growth Fund
                        The Fund invests primarily in common stocks of larger-sized
                        companies selected for their growth prospects. Management of
                        the Fund is based on the belief that, over the long term, stock
                        price movements follow growth in earnings, revenues and/or cash
                        flow.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
Davis New York          growth.
Venture Fund
                        The Fund's assets are primarily invested in equity securities
                        of U.S. companies. Under normal market conditions, the Fund's
                        assets will be invested primarily in companies with market
                        capitalizations of at least $5 billion at the time of the
                        Fund's investment. The Fund may invest up to 25% of its net
                        assets in foreign investments.

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A.2 RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

 UNDERLYING FUNDS        INVESTMENT OBJECTIVES AND STRATEGIES
Variable Portfolio-     The Fund seeks to provide shareholders with long-term growth of
Goldman Sachs Mid Cap   capital.
Value Fund
                        Under normal market conditions, the Fund will invest at least
                        80% of its net assets (including the amount of any borrowings
                        for investment purposes) in the equity securities of mid-
                        capitalization companies. For these purposes, the Fund
                        considers mid-cap companies to be those whose market
                        capitalization falls within the range of the Russell Midcap(R)
                        Value Index (the Index). The market capitalization range and
                        the composition of the Index are subject to change.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
International Fund      growth.

                        Under normal circumstances, the Fund invests at least 75% of
                        its total assets in foreign companies in developed markets (for
                        example, Japan, Canada and the United Kingdom) and in emerging
                        markets (for example, China, India and Brazil).
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
Invesco International   growth.
Growth Fund
                        The Fund's assets are primarily invested in equity securities
                        of foreign issuers. The Fund will normally invest in securities
                        of companies located in at least three countries outside the
                        U.S., emphasizing investment companies in the developed
                        countries of Western Europe and the Pacific Basin. The Fund may
                        also invest up to 20% of its assets in securities that provide
                        exposure to emerging markets.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
Jennison Mid Cap        growth.
Growth Fund
                        Under normal market conditions, the Fund will invest at least
                        80% of its net assets (including the amount of any borrowings
                        for investment purposes) in the equity securities of mid-
                        capitalization companies. Mid-capitalization companies are
                        defined as those companies with a market capitalization that
                        falls within the range of the companies that comprise the
                        Russell Midcap(R) Growth Index. Up to 25% of the Fund's net
                        assets may be invested in foreign investments.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
Marsico Growth Fund     growth.

                        The Fund invests primarily in equity securities of large
                        capitalization companies. The Fund defines large capitalization
                        companies as those with a market capitalization greater than $5
                        billion at the time of purchase. Up to 25% of the Fund's net
                        assets may be invested in foreign investments.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
MFS Value Fund          growth.

                        The Fund's assets are invested primarily in equity securities.
                        The Fund invests primarily in the stocks of companies that are
                        believed to be undervalued compared to their perceived worth
                        (value companies). Value companies tend to have stock prices
                        that are low relative to their earnings, dividends, assets, or
                        other financial measures. The Fund may invest up to 25% of its
                        net assets in foreign securities.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
Mondrian International  growth.
Small Cap Fund
                        The Fund invests primarily in equity securities of non-U.S.
                        small cap companies. Under normal market conditions, the Fund
                        will invest at least 80% of its net assets (including the
                        amount of any borrowings for investment purposes) in the stocks
                        of non-U.S. small cap companies. Small cap companies are
                        defined as those companies whose market capitalization falls
                        within the range of companies in the Morgan Stanley Capital
                        International World Ex-U.S. Small Cap Index (the Index). The
                        Index is composed of stocks which are categorized as small
                        capitalization stocks and is designed to measure equity
                        performance in 22 global developed markets, excluding the U.S.

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RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS A.3

 UNDERLYING FUNDS        INVESTMENT OBJECTIVES AND STRATEGIES
Variable Portfolio-     The Fund seeks to provide shareholders with current income and
Morgan Stanley Global   capital appreciation.
Real Estate Fund
                        Under normal market conditions, the Fund invests at least 80%
                        of its net assets (including the amount of any borrowings for
                        investment purposes) in equity and equity-related securities
                        issued by companies in the real estate industry located
                        throughout the world (Global Real Estate Companies). The Fund
                        is a non-diversified fund that will invest primarily in
                        companies in the real estate industry located in the developed
                        countries of North America, Europe and Asia, but may also
                        invest in emerging markets.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term growth of
NFJ Dividend Value      capital and income.
Fund
                        Under normal market conditions, at least 80% of the Fund's net
                        assets (including the amount of any borrowings for investment
                        purposes) are invested in equity securities of companies that
                        pay or are expected to pay dividends. Up to 25% of the Fund's
                        net assets may be invested in foreign investments, including
                        those from emerging markets.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
Partners Small Cap      growth.
Growth Fund
                        Under normal market conditions, at least 80% of the Fund's net
                        assets (including the amount of any borrowings for investment
                        purposes) are invested in the equity securities of small-
                        capitalization companies. Small-capitalization companies are
                        defined as those companies with a market capitalization of up
                        to $2.5 billion, or that falls within the range of the Russell
                        2000(R) Growth Index (the Index). Up to 25% of the Fund's net
                        assets may be invested in foreign investments.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
Partners Small Cap      appreciation.
Value Fund
                        Under normal market conditions, at least 80% of the Fund's net
                        assets are invested in small cap companies. For these purposes,
                        small cap companies are those that have a market
                        capitalization, at the time of investment, of up to $2.5
                        billion or that fall within the range of the Russell 2000(R)
                        Value Index. The Fund may invest up to 25% of its net assets in
                        foreign investments. The Fund will provide shareholders with at
                        least 60 days' notice of any change in the 80% policy.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term growth of
Pyramis(R)              capital.
International Equity
Fund                    Under normal market conditions, at least 80% of the Fund's
                        assets will be primarily invested in equity securities of
                        foreign issuers located or traded in countries other than the
                        U.S. that are believed to offer strong growth potential. The
                        Fund will normally invest its assets in common stocks of
                        companies whose market capitalizations fall within the range of
                        the companies that comprise the Morgan Stanley Capital
                        International EAFE Index.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
UBS Large Cap           growth.
Growth Fund
                        Under normal market conditions, the Fund invests at least 80%
                        of its net assets (including the amount of any borrowings for
                        investment purposes) in equity securities of large
                        capitalization U.S. companies. The Fund defines large
                        capitalization companies as those with a market capitalization
                        greater than $3 billion at the time of purchase. Up to 25% of
                        the Fund's net assets may be invested in foreign investments.
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Variable Portfolio-     The Fund seeks to provide shareholders with long-term capital
U.S. Equity Fund        growth.

                        Under normal circumstances, at least 80% of the Fund's net
                        assets (including the amount of any borrowings for investment
                        purposes) are invested in equity securities of U.S. companies.

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A.4 RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

 UNDERLYING FUNDS        INVESTMENT OBJECTIVES AND STRATEGIES
FIXED INCOME FUNDS

RiverSource             The Fund seeks to provide shareholders with a high level of
Variable Portfolio-     current income while attempting to conserve the value of the
Diversified Bond Fund   investment for the longest period of time.

                        Under normal market conditions, the Fund invests at least 80%
                        of its net assets in bonds and other debt securities. At least
                        50% of the Fund's net assets will be invested in securities
                        like those included in the Barclays Capital U.S. Aggregate Bond
                        Index (the Index), which are investment grade and denominated
                        in U.S. dollars. The Index includes securities issued by the
                        U.S. government, corporate bonds, and mortgage- and asset-
                        backed securities. Although the Fund emphasizes high- and
                        medium-quality debt securities, it will assume some credit risk
                        in an effort to achieve higher yield and/or capital
                        appreciation by buying lower-quality (junk) bonds. Up to 25% of
                        the Fund's net assets may be invested in foreign investments,
                        which may include investments in emerging markets.
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RiverSource             The Fund seeks to provide shareholders with high total return
Variable Portfolio-     through income and growth of capital.
Global Bond Fund
                        The Fund is a non-diversified mutual fund that invests
                        primarily in debt obligations of U.S. and foreign issuers.
                        Under normal market conditions, at least 80% of the Fund's net
                        assets will be invested in investment-grade corporate or
                        government debt obligations, including money market
                        instruments, of issuers located in at least three different
                        countries. Although the Fund emphasizes high- and medium-
                        quality debt securities, it may assume some credit risk in
                        seeking to achieve higher dividends and/or capital appreciation
                        by buying below investment grade bonds (junk bonds).
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RiverSource             The Fund seeks to provide shareholders with total return that
Variable Portfolio-     exceeds the rate of inflation over the long-term.
Global Inflation
Protected Securities    The Fund is a non-diversified fund that, under normal market
Fund                    conditions, invests at least 80% of its net assets in
                        inflation-protected debt securities. These securities include
                        inflation-indexed bonds of varying maturities issued by U.S.
                        and foreign governments, their agencies or instrumentalities,
                        and corporations. The Fund invests only in securities rated
                        investment grade, or, if unrated, deemed to be of comparable
                        quality by the investment manager. Inflation-protected
                        securities are designed to protect the future purchasing power
                        of the money invested in them. The value of the bond's
                        principal or the interest income paid on the bond is adjusted
                        to track changes in an official inflation measure.
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RiverSource             The Fund seeks to provide shareholders with high current income
Variable Portfolio-     as its primary objective and, as its secondary objective,
High Yield Bond Fund    capital growth.

                        Under normal market conditions, the Fund will invest at least
                        80% of its net assets in high-yield debt instruments (commonly
                        referred to as "junk"). These high yield debt instruments
                        include corporate debt securities as well as bank loans rated
                        below investment grade by a nationally recognized statistical
                        rating organization, or if unrated, determined to be of
                        comparable quality. Up to 25% of the Fund may be invested in
                        high yield debt instruments of foreign issuers.
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RiverSource             The Fund seeks to provide shareholders with a high total return
Variable Portfolio-     through current income and capital appreciation.
Income Opportunities
Fund                    Under normal market conditions, the Fund's assets are invested
                        primarily in income-producing debt securities, with an emphasis
                        on the higher rated segment of the high-yield (junk bond)
                        market. These income-producing debt securities include
                        corporate debt securities as well as bank loans. The Fund will
                        purchase only securities rated B or above, or unrated
                        securities believed to be of the same quality. If a security
                        falls below a B rating, the Fund may continue to hold the
                        security. Up to 25% of the Fund's net assets may be in foreign
                        investments

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

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS A.5

 UNDERLYING FUNDS        INVESTMENT OBJECTIVES AND STRATEGIES
RiverSource             The Fund seeks to provide shareholders with a level of current
Variable Portfolio-     income consistent with preservation of capital.
Limited Duration Bond
Fund                    Under normal market conditions, the Fund invests at least 80%
                        of its net assets (including the amount of any borrowings for
                        investment purposes) in bonds and other debt securities. The
                        Fund will primarily invest in debt securities with short- and
                        intermediate-term maturities which the Fund defines as those
                        with maturities up to seven years. The Fund will primarily
                        invest in corporate bonds, securities issued by the U.S.
                        government, and mortgage- and asset-backed securities. The Fund
                        may invest up to 15% of its net assets in securities rated
                        below investment grade. Up to 25% of the Fund's net assets may
                        be invested in foreign investments, which may include
                        investments in emerging markets.
---------------------------------------------------------------------------------------

RiverSource             The Fund seeks to provide shareholders with a high level of
Variable Portfolio-     current income and safety of principal consistent with an
Short Duration          investment in U.S. government and government agency securities.
US Government Fund
                        Under normal market conditions, at least 80% of the Fund's net
                        assets are invested in debt securities issued or guaranteed as
                        to principal and interest by the U.S. government, or its
                        agencies or instrumentalities. The Fund invests in direct
                        obligations of the U.S. government, such as Treasury bonds,
                        bills, and notes, and of its agencies and instrumentalities.
                        The Fund may invest to a substantial degree in securities
                        issued by various entities sponsored by the U.S. government,
                        such as the Federal National Mortgage Association (FNMA or
                        Fannie Mae) and the Federal Home Loan Mortgage Corporation
                        (FHLMC or Freddie Mac). These issuers are chartered or
                        sponsored by acts of Congress; however, their securities are
                        neither issued nor guaranteed by the United States Treasury.
                        When market conditions are favorable, the Fund may also invest
                        in debt securities that are not issued by the U.S. government,
                        its agencies or instrumentalities, or that are denominated in
                        currencies other than the U.S. dollar.
---------------------------------------------------------------------------------------

RiverSource             The Fund seeks to provide shareholders with a high level of
Variable Portfolio-     current income and capital growth as a secondary objective.
Strategic Income Fund
                        The Fund's assets are primarily allocated among various fixed
                        income investment categories including: high yield bonds,
                        emerging markets bonds, floating rate loans, government and
                        corporate bonds, mortgage- and asset-backed securities,
                        Treasury inflation protected securities, international bonds
                        and cash or cash equivalents. A smaller portion of the Fund may
                        be allocated to real estate investment trusts (REITs) and U.S.
                        and international equity securities.
---------------------------------------------------------------------------------------

Variable Portfolio-     The Fund seeks to provide shareholders with a high level of
American Century        current income.
Diversified Bond Fund
                        Under normal market conditions, the Fund invests at least 80%
                        of its net assets (including the amount of any borrowings for
                        investment purposes) in bonds and other debt securities. At
                        least 50% of the Fund's net assets will be invested in
                        securities like those included in the Barclays Capital U.S.
                        Aggregate Bond Index (the Index), which are investment grade
                        and denominated in U.S. dollars. The Index includes securities
                        issued by the U.S. government, corporate bonds, and mortgage-
                        and asset- backed securities. Although the Fund emphasizes
                        high- and medium-quality debt securities, it will assume some
                        credit risk in an effort to achieve higher yield and/or capital
                        appreciation by buying lower-quality (junk) bonds.

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

A.6 RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

 UNDERLYING FUNDS        INVESTMENT OBJECTIVES AND STRATEGIES
Variable Portfolio-     The Fund seeks to provide shareholders with a high level of
Eaton Vance             current income.
Floating-Rate Income
Fund                    Under normal market conditions, the Fund invests at least 80%
                        of its net assets (including the amount of any borrowings for
                        investment purposes) in income producing floating rate loans
                        and other floating rate debt securities. These debt obligations
                        will generally be rated non-investment grade by recognized
                        rating agencies (similar to "junk bonds") or, if unrated, be
                        considered by the investment manager to be of comparable
                        quality. The Fund may also purchase investment grade fixed
                        income debt securities and money market instruments. Up to 25%
                        of the Fund's net assets may be invested in foreign
                        investments.
---------------------------------------------------------------------------------------

Variable Portfolio-     The Fund seeks to provide shareholders with a high level of
J.P. Morgan Core Bond   current income while conserving the value of the investment for
Fund                    the longest period of time.

                        Under normal market conditions, the Fund invests at least 80%
                        of its net assets (including the amount of any borrowings for
                        investment purposes) in bonds and other debt securities.
                        Although the Fund is not an index fund, it invests primarily in
                        securities like those included in the Barclays U.S. Aggregate
                        Bond Index (the Index), which are investment grade and
                        denominated in U.S. dollars. The Index includes securities
                        issued by the U.S. government, corporate bonds, and mortgage-
                        and asset-backed securities. The Fund does not expect to invest
                        in securities rated below investment grade, although it may
                        hold securities that, subsequent to the Fund's investment, have
                        been downgraded to a below investment grade rating.
---------------------------------------------------------------------------------------

Variable Portfolio-     The Fund seeks to provide shareholders with total return
PIMCO Mortgage-Backed   through current income and capital appreciation.
Securities Fund
                        Under normal market conditions, the Fund invests at least 80%
                        of its net assets (including the amount of any borrowings for
                        investment purposes) in mortgage-related fixed income
                        instruments. These instruments have varying maturities and
                        include but are not limited to mortgage pass-through
                        securities, collateralized mortgage obligations, commercial
                        mortgage-backed securities and mortgage dollar rolls, and may
                        be represented by forwards or derivatives such as options,
                        futures contracts or swap agreements.
---------------------------------------------------------------------------------------

Variable Portfolio-     The Fund seeks to provide shareholders with current income
Wells Fargo Short       consistent with capital preservation.
Duration Government
Fund                    Under normal market conditions, the Fund invests at least 80%
                        of its net assets (including the amount of any borrowings for
                        investment purposes) in U.S. Government obligations, including
                        debt securities issued or guaranteed by the U.S. Treasury, U.S.
                        Government agencies or government-sponsored entities. The Fund
                        may invests up to 20% of its net assets within non-government
                        mortgage and asset-backed securities.
---------------------------------------------------------------------------------------

MONEY MARKET FUNDS

RiverSource             The Fund seeks to provide shareholders with maximum current
Variable Portfolio-     income consistent with liquidity and stability of principal.
Cash Management Fund
                        The Fund's assets primarily are invested in money market
                        instruments, such as marketable debt obligations issued by
                        corporations or the U.S. government or its agencies, bank
                        certificates of deposit, bankers' acceptances, letters of
                        credit, and commercial paper, including asset-backed commercial
                        paper. The Fund may invest more than 25% of its total assets in
                        money market instruments issued by U.S. banks, U.S. branches of
                        foreign banks and U.S. government securities. Additionally, the
                        Fund may invest up to 25% of its total assets in U.S. dollar-
                        denominated foreign investments.
---------------------------------------------------------------------------------------

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS A.7

APPENDIX B

UNDERLYING FUNDS -- RISKS

The following is a brief description of principal risks associated with the underlying funds in which the Funds may invest as part of their principal investment strategies. Additional information regarding the principal risks for the underlying funds is available in the applicable underlying fund's prospectus and Statement of Additional Information. This prospectus is not an offer for any of the underlying funds.

                                  ----------------------------------------------------------------------------------------
                                    RIVERSOURCE   RIVERSOURCE                                       SELIGMAN     SELIGMAN
                                        VP-           VP-      RIVERSOURCE  RIVERSOURCE  SELIGMAN      VP-         VP-
                                    DIVERSIFIED     DYNAMIC       VP-MID       VP-MID       VP-    LARGER-CAP  SMALLER-CAP
                                   EQUITY INCOME     EQUITY     CAP GROWTH   CAP VALUE    GROWTH      VALUE       VALUE
--------------------------------------------------------------------------------------------------------------------------
Active Management Risk                   X             X            X            X           X          X           X
--------------------------------------------------------------------------------------------------------------------------
Confidential Information Access
 Risk
--------------------------------------------------------------------------------------------------------------------------
Counterparty Risk
--------------------------------------------------------------------------------------------------------------------------
Credit Risk
--------------------------------------------------------------------------------------------------------------------------
Derivatives Risk                                       X                                     X
--------------------------------------------------------------------------------------------------------------------------
Focused Portfolio Risk                                                                                  X           X
--------------------------------------------------------------------------------------------------------------------------
Foreign Currency Risk
--------------------------------------------------------------------------------------------------------------------------
Geographic Concentration Risk
--------------------------------------------------------------------------------------------------------------------------
Highly Leveraged Transactions
 Risk
--------------------------------------------------------------------------------------------------------------------------
Impairment of Collateral Risk
--------------------------------------------------------------------------------------------------------------------------
Industry Concentration Risk
--------------------------------------------------------------------------------------------------------------------------
Inflation Protected Securities
 Risk
--------------------------------------------------------------------------------------------------------------------------
Initial Public Offering (IPO)
 Risk
--------------------------------------------------------------------------------------------------------------------------
Interest Rate Risk
--------------------------------------------------------------------------------------------------------------------------
Issuer Risk                              X             X            X            X           X          X           X
--------------------------------------------------------------------------------------------------------------------------
Leverage Risk
--------------------------------------------------------------------------------------------------------------------------
Liquidity Risk
--------------------------------------------------------------------------------------------------------------------------
Market Risk                              X             X            X            X           X          X           X
--------------------------------------------------------------------------------------------------------------------------
Mid-Sized Company Risk                                              X            X
--------------------------------------------------------------------------------------------------------------------------
Mortgage-Related and Other Asset-
 Backed Securities Risk
--------------------------------------------------------------------------------------------------------------------------
Non-Diversification Risk
--------------------------------------------------------------------------------------------------------------------------
Prepayment and Extension Risk
--------------------------------------------------------------------------------------------------------------------------
Quantitative Model Risk                                X
--------------------------------------------------------------------------------------------------------------------------
Real Estate Industry Risk
--------------------------------------------------------------------------------------------------------------------------
Reinvestment Risk
--------------------------------------------------------------------------------------------------------------------------
Risks of Foreign Investing               X                                       X           X          X           X
--------------------------------------------------------------------------------------------------------------------------
Sector Risk                              X                                       X                      X           X
--------------------------------------------------------------------------------------------------------------------------
Small and Mid-Sized Company Risk         X             X                                     X
--------------------------------------------------------------------------------------------------------------------------
Small Company Risk                                                                                                  X
--------------------------------------------------------------------------------------------------------------------------
Stripped Securities Risk
--------------------------------------------------------------------------------------------------------------------------
Value Securities Risk
--------------------------------------------------------------------------------------------------------------------------
Varying Distribution Levels Risk
--------------------------------------------------------------------------------------------------------------------------
                                  ----------------------------
                                   THREADNEEDLE   THREADNEEDLE
                                        VP-           VP-
                                     EMERGING    INTERNATIONAL
                                      MARKETS     OPPORTUNITY
--------------------------------------------------------------
Active Management Risk                   X             X
--------------------------------------------------------------
Confidential Information Access
 Risk
--------------------------------------------------------------
Counterparty Risk
--------------------------------------------------------------
Credit Risk
--------------------------------------------------------------
Derivatives Risk                         X             X
--------------------------------------------------------------
Focused Portfolio Risk
--------------------------------------------------------------
Foreign Currency Risk
--------------------------------------------------------------
Geographic Concentration Risk            X             X
--------------------------------------------------------------
Highly Leveraged Transactions
 Risk
--------------------------------------------------------------
Impairment of Collateral Risk
--------------------------------------------------------------
Industry Concentration Risk
--------------------------------------------------------------
Inflation Protected Securities
 Risk
--------------------------------------------------------------
Initial Public Offering (IPO)
 Risk
--------------------------------------------------------------
Interest Rate Risk
--------------------------------------------------------------
Issuer Risk                              X             X
--------------------------------------------------------------
Leverage Risk
--------------------------------------------------------------
Liquidity Risk
--------------------------------------------------------------
Market Risk                              X             X
--------------------------------------------------------------
Mid-Sized Company Risk
--------------------------------------------------------------
Mortgage-Related and Other Asset-
 Backed Securities Risk
--------------------------------------------------------------
Non-Diversification Risk
--------------------------------------------------------------
Prepayment and Extension Risk
--------------------------------------------------------------
Quantitative Model Risk
--------------------------------------------------------------
Real Estate Industry Risk
--------------------------------------------------------------
Reinvestment Risk
--------------------------------------------------------------
Risks of Foreign Investing               X             X
--------------------------------------------------------------
Sector Risk                              X
--------------------------------------------------------------
Small and Mid-Sized Company Risk         X             X
--------------------------------------------------------------
Small Company Risk
--------------------------------------------------------------
Stripped Securities Risk
--------------------------------------------------------------
Value Securities Risk
--------------------------------------------------------------
Varying Distribution Levels Risk
--------------------------------------------------------------

B.1 RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

                          -----------------------------------------------------------------------------------------------------
                            VP-ALLIANCE      VP-                   VP-                                        VP-
                             BERNSTEIN    AMERICAN  VP-DAVIS  GOLDMAN SACHS                   VP-INVESCO   JENNISON
                           INTERNATIONAL   CENTURY  NEW YORK     MID CAP          VP-       INTERNATIONAL   MID CAP  VP-MARSICO
                               VALUE       GROWTH    VENTURE      VALUE      INTERNATIONAL      GROWTH      GROWTH     GROWTH
-------------------------------------------------------------------------------------------------------------------------------
Active Management Risk           X            X         X           X              X              X            X          X
-------------------------------------------------------------------------------------------------------------------------------
Confidential Information
 Access Risk
-------------------------------------------------------------------------------------------------------------------------------
Counterparty Risk
-------------------------------------------------------------------------------------------------------------------------------
Credit Risk
-------------------------------------------------------------------------------------------------------------------------------
Derivatives Risk                 X            X
-------------------------------------------------------------------------------------------------------------------------------
Focused Portfolio Risk
-------------------------------------------------------------------------------------------------------------------------------
Foreign Currency Risk
-------------------------------------------------------------------------------------------------------------------------------
Geographic Concentration
 Risk
-------------------------------------------------------------------------------------------------------------------------------
Highly Leveraged
 Transactions Risk
-------------------------------------------------------------------------------------------------------------------------------
Impairment of Collateral
 Risk
-------------------------------------------------------------------------------------------------------------------------------
Industry Concentration
 Risk
-------------------------------------------------------------------------------------------------------------------------------
Inflation Protected
 Securities Risk
-------------------------------------------------------------------------------------------------------------------------------
Initial Public Offering
 (IPO) Risk                                                         X
-------------------------------------------------------------------------------------------------------------------------------
Interest Rate Risk
-------------------------------------------------------------------------------------------------------------------------------
Issuer Risk                      X            X         X           X              X              X            X          X
-------------------------------------------------------------------------------------------------------------------------------
Leverage Risk
-------------------------------------------------------------------------------------------------------------------------------
Liquidity Risk                                                                                    X
-------------------------------------------------------------------------------------------------------------------------------
Market Risk                      X            X         X           X              X              X            X          X
-------------------------------------------------------------------------------------------------------------------------------
Mid-Sized Company Risk                                              X                                          X
-------------------------------------------------------------------------------------------------------------------------------
Mortgage-Related and
 Other Asset-Backed
 Securities Risk
-------------------------------------------------------------------------------------------------------------------------------
Non-Diversification Risk
-------------------------------------------------------------------------------------------------------------------------------
Prepayment and Extension
 Risk
-------------------------------------------------------------------------------------------------------------------------------
Quantitative Model Risk          X
-------------------------------------------------------------------------------------------------------------------------------
Real Estate Industry Risk
-------------------------------------------------------------------------------------------------------------------------------
Reinvestment Risk
-------------------------------------------------------------------------------------------------------------------------------
Risks of Foreign
 Investing                       X                      X                          X              X            X          X
-------------------------------------------------------------------------------------------------------------------------------
Sector Risk                                             X
-------------------------------------------------------------------------------------------------------------------------------
Small and Mid-Sized
 Company Risk                                                                      X
-------------------------------------------------------------------------------------------------------------------------------
Small Company Risk
-------------------------------------------------------------------------------------------------------------------------------
Stripped Securities Risk
-------------------------------------------------------------------------------------------------------------------------------
Value Securities Risk            X
-------------------------------------------------------------------------------------------------------------------------------
Varying Distribution
 Levels Risk
-------------------------------------------------------------------------------------------------------------------------------
                          -----------------------------------
                                                   VP-MORGAN
                                    VP-MONDRIAN     STANLEY
                           VP-MFS  INTERNATIONAL     GLOBAL
                            VALUE    SMALL CAP    REAL ESTATE
-------------------------------------------------------------
Active Management Risk        X          X             X
-------------------------------------------------------------
Confidential Information
 Access Risk
-------------------------------------------------------------
Counterparty Risk
-------------------------------------------------------------
Credit Risk
-------------------------------------------------------------
Derivatives Risk                         X
-------------------------------------------------------------
Focused Portfolio Risk
-------------------------------------------------------------
Foreign Currency Risk                                  X
-------------------------------------------------------------
Geographic Concentration
 Risk
-------------------------------------------------------------
Highly Leveraged
 Transactions Risk
-------------------------------------------------------------
Impairment of Collateral
 Risk
-------------------------------------------------------------
Industry Concentration
 Risk
-------------------------------------------------------------
Inflation Protected
 Securities Risk
-------------------------------------------------------------
Initial Public Offering
 (IPO) Risk
-------------------------------------------------------------
Interest Rate Risk
-------------------------------------------------------------
Issuer Risk                   X          X
-------------------------------------------------------------
Leverage Risk
-------------------------------------------------------------
Liquidity Risk
-------------------------------------------------------------
Market Risk                   X          X             X
-------------------------------------------------------------
Mid-Sized Company Risk
-------------------------------------------------------------
Mortgage-Related and
 Other Asset-Backed
 Securities Risk
-------------------------------------------------------------
Non-Diversification Risk                               X
-------------------------------------------------------------
Prepayment and Extension
 Risk
-------------------------------------------------------------
Quantitative Model Risk
-------------------------------------------------------------
Real Estate Industry Risk                              X
-------------------------------------------------------------
Reinvestment Risk
-------------------------------------------------------------
Risks of Foreign
 Investing                    X          X             X
-------------------------------------------------------------
Sector Risk
-------------------------------------------------------------
Small and Mid-Sized
 Company Risk                            X
-------------------------------------------------------------
Small Company Risk
-------------------------------------------------------------
Stripped Securities Risk
-------------------------------------------------------------
Value Securities Risk         X
-------------------------------------------------------------
Varying Distribution
 Levels Risk
-------------------------------------------------------------

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS B.2

                                ---------------------------------------------------------------------------------------------------
                                  VP-NFJ   VP-PARTNERS  VP-PARTNERS  VP-PYRAMIS(R)    VP-UBS              RIVERSOURCE   RIVERSOURCE
                                 DIVIDEND   SMALL CAP    SMALL CAP   INTERNATIONAL  LARGE CAP  VP-U.S.  VP-DIVERSIFIED   VP-GLOBAL
                                   VALUE      GROWTH       VALUE         EQUITY       GROWTH    EQUITY       BOND           BOND
-----------------------------------------------------------------------------------------------------------------------------------
Active Management Risk               X          X            X             X            X         X            X             X
-----------------------------------------------------------------------------------------------------------------------------------
Confidential Information Access
 Risk
-----------------------------------------------------------------------------------------------------------------------------------
Counterparty Risk
-----------------------------------------------------------------------------------------------------------------------------------
Credit Risk                                                                                                    X             X
-----------------------------------------------------------------------------------------------------------------------------------
Derivatives Risk                                                           X            X                      X             X
-----------------------------------------------------------------------------------------------------------------------------------
Focused Portfolio Risk
-----------------------------------------------------------------------------------------------------------------------------------
Foreign Currency Risk
-----------------------------------------------------------------------------------------------------------------------------------
Geographic Concentration Risk                                                                                                X
-----------------------------------------------------------------------------------------------------------------------------------
Highly Leveraged Transactions
 Risk
-----------------------------------------------------------------------------------------------------------------------------------
Impairment of Collateral Risk
-----------------------------------------------------------------------------------------------------------------------------------
Industry Concentration Risk
-----------------------------------------------------------------------------------------------------------------------------------
Inflation Protected Securities
 Risk
-----------------------------------------------------------------------------------------------------------------------------------
Initial Public Offering (IPO)
 Risk
-----------------------------------------------------------------------------------------------------------------------------------
Interest Rate Risk                                                                                             X             X
-----------------------------------------------------------------------------------------------------------------------------------
Issuer Risk                          X          X            X             X            X         X            X
-----------------------------------------------------------------------------------------------------------------------------------
Leverage Risk
-----------------------------------------------------------------------------------------------------------------------------------
Liquidity Risk                                                             X                                   X             X
-----------------------------------------------------------------------------------------------------------------------------------
Market Risk                          X          X            X             X            X         X            X             X
-----------------------------------------------------------------------------------------------------------------------------------
Mid-Sized Company Risk
-----------------------------------------------------------------------------------------------------------------------------------
Mortgage-Related and Other
 Asset-Backed Securities Risk
-----------------------------------------------------------------------------------------------------------------------------------
Non-Diversification Risk                                                                                                     X
-----------------------------------------------------------------------------------------------------------------------------------
Prepayment and Extension Risk                                                                                  X             X
-----------------------------------------------------------------------------------------------------------------------------------
Quantitative Model Risk                                      X
-----------------------------------------------------------------------------------------------------------------------------------
Real Estate Industry Risk
-----------------------------------------------------------------------------------------------------------------------------------
Reinvestment Risk
-----------------------------------------------------------------------------------------------------------------------------------
Risks of Foreign Investing           X          X            X             X            X                      X             X
-----------------------------------------------------------------------------------------------------------------------------------
Sector Risk                                     X                                                                            X
-----------------------------------------------------------------------------------------------------------------------------------
Small and Mid-Sized Company
 Risk                                                                                             X
-----------------------------------------------------------------------------------------------------------------------------------
Small Company Risk                              X            X
-----------------------------------------------------------------------------------------------------------------------------------
Stripped Securities Risk
-----------------------------------------------------------------------------------------------------------------------------------
Value Securities Risk
-----------------------------------------------------------------------------------------------------------------------------------
Varying Distribution Levels
 Risk                                X
-----------------------------------------------------------------------------------------------------------------------------------
                                -------------------------
                                 RIVERSOURCE
                                  VP-GLOBAL   RIVERSOURCE
                                  INFLATION     VP-HIGH
                                  PROTECTED      YIELD
                                  SECURITIES      BOND
---------------------------------------------------------
Active Management Risk                X            X
---------------------------------------------------------
Confidential Information Access
 Risk
---------------------------------------------------------
Counterparty Risk                                  X
---------------------------------------------------------
Credit Risk                           X            X
---------------------------------------------------------
Derivatives Risk                      X            X
---------------------------------------------------------
Focused Portfolio Risk
---------------------------------------------------------
Foreign Currency Risk
---------------------------------------------------------
Geographic Concentration Risk
---------------------------------------------------------
Highly Leveraged Transactions
 Risk                                              X
---------------------------------------------------------
Impairment of Collateral Risk                      X
---------------------------------------------------------
Industry Concentration Risk
---------------------------------------------------------
Inflation Protected Securities
 Risk                                 X
---------------------------------------------------------
Initial Public Offering (IPO)
 Risk
---------------------------------------------------------
Interest Rate Risk                    X            X
---------------------------------------------------------
Issuer Risk
---------------------------------------------------------
Leverage Risk
---------------------------------------------------------
Liquidity Risk                                     X
---------------------------------------------------------
Market Risk                           X            X
---------------------------------------------------------
Mid-Sized Company Risk
---------------------------------------------------------
Mortgage-Related and Other
 Asset-Backed Securities Risk
---------------------------------------------------------
Non-Diversification Risk              X
---------------------------------------------------------
Prepayment and Extension Risk         X            X
---------------------------------------------------------
Quantitative Model Risk
---------------------------------------------------------
Real Estate Industry Risk
---------------------------------------------------------
Reinvestment Risk
---------------------------------------------------------
Risks of Foreign Investing            X            X
---------------------------------------------------------
Sector Risk
---------------------------------------------------------
Small and Mid-Sized Company
 Risk
---------------------------------------------------------
Small Company Risk
---------------------------------------------------------
Stripped Securities Risk
---------------------------------------------------------
Value Securities Risk
---------------------------------------------------------
Varying Distribution Levels
 Risk
---------------------------------------------------------

B.3 RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

                                --------------------------------------------------------------------------------------------------
                                                                                                     VP-EATON
                                                RIVERSOURCE  RIVERSOURCE  RIVERSOURCE  VP-AMERICAN    VANCE    VP-J.P.   VP-PIMCO
                                  RIVERSOURCE    VP-LIMITED    VP-SHORT       VP-        CENTURY    FLOATING-   MORGAN   MORTGAGE-
                                   VP-INCOME      DURATION   DURATION US   STRATEGIC   DIVERSIFIED     RATE      CORE     BACKED
                                 OPPORTUNITIES      BOND      GOVERNMENT     INCOME        BOND       INCOME     BOND   SECURITIES
----------------------------------------------------------------------------------------------------------------------------------
Active Management Risk                 X             X            X            X            X           X         X          X
----------------------------------------------------------------------------------------------------------------------------------
Confidential Information Access
 Risk                                                                          X                        X
----------------------------------------------------------------------------------------------------------------------------------
Counterparty Risk                      X                                       X                        X
----------------------------------------------------------------------------------------------------------------------------------
Credit Risk                            X             X            X            X            X           X         X          X
----------------------------------------------------------------------------------------------------------------------------------
Derivatives Risk                       X             X            X            X            X                                X
----------------------------------------------------------------------------------------------------------------------------------
Focused Portfolio Risk
----------------------------------------------------------------------------------------------------------------------------------
Foreign Currency Risk
----------------------------------------------------------------------------------------------------------------------------------
Geographic Concentration Risk
----------------------------------------------------------------------------------------------------------------------------------
Highly Leveraged Transactions
 Risk                                  X                                       X                        X
----------------------------------------------------------------------------------------------------------------------------------
Impairment of Collateral Risk          X                                       X                        X
----------------------------------------------------------------------------------------------------------------------------------
Industry Concentration Risk
----------------------------------------------------------------------------------------------------------------------------------
Inflation Protected Securities
 Risk
----------------------------------------------------------------------------------------------------------------------------------
Initial Public Offering (IPO)
 Risk
----------------------------------------------------------------------------------------------------------------------------------
Interest Rate Risk                     X             X            X            X            X           X         X          X
----------------------------------------------------------------------------------------------------------------------------------
Issuer Risk                                                                    X            X                     X          X
----------------------------------------------------------------------------------------------------------------------------------
Leverage Risk                                                                                                                X
----------------------------------------------------------------------------------------------------------------------------------
Liquidity Risk                         X             X                         X            X           X         X          X
----------------------------------------------------------------------------------------------------------------------------------
Market Risk                            X             X            X            X            X           X         X          X
----------------------------------------------------------------------------------------------------------------------------------
Mid-Sized Company Risk
----------------------------------------------------------------------------------------------------------------------------------
Mortgage-Related and Other
 Asset-Backed Securities Risk                        X                                                                       X
----------------------------------------------------------------------------------------------------------------------------------
Non-Diversification Risk
----------------------------------------------------------------------------------------------------------------------------------
Prepayment and Extension Risk          X             X            X            X            X           X         X          X
----------------------------------------------------------------------------------------------------------------------------------
Quantitative Model Risk                                                        X
----------------------------------------------------------------------------------------------------------------------------------
Real Estate Industry Risk                                                      X
----------------------------------------------------------------------------------------------------------------------------------
Reinvestment Risk
----------------------------------------------------------------------------------------------------------------------------------
Risks of Foreign Investing             X             X                         X                        X
----------------------------------------------------------------------------------------------------------------------------------
Sector Risk
----------------------------------------------------------------------------------------------------------------------------------
Small and Mid-Sized Company
 Risk                                                                          X
----------------------------------------------------------------------------------------------------------------------------------
Small Company Risk
----------------------------------------------------------------------------------------------------------------------------------
Stripped Securities Risk
----------------------------------------------------------------------------------------------------------------------------------
Value Securities Risk
----------------------------------------------------------------------------------------------------------------------------------
Varying Distribution Levels
 Risk
----------------------------------------------------------------------------------------------------------------------------------
                                -------------------------
                                   VP-WELLS
                                 FARGO SHORT  RIVERSOURCE
                                   DURATION     VP-CASH
                                  GOVERNMENT   MANAGEMENT
---------------------------------------------------------
Active Management Risk                X            X
---------------------------------------------------------
Confidential Information Access
 Risk
---------------------------------------------------------
Counterparty Risk
---------------------------------------------------------
Credit Risk                           X            X
---------------------------------------------------------
Derivatives Risk
---------------------------------------------------------
Focused Portfolio Risk
---------------------------------------------------------
Foreign Currency Risk
---------------------------------------------------------
Geographic Concentration Risk
---------------------------------------------------------
Highly Leveraged Transactions
 Risk
---------------------------------------------------------
Impairment of Collateral Risk
---------------------------------------------------------
Industry Concentration Risk                        X
---------------------------------------------------------
Inflation Protected Securities
 Risk
---------------------------------------------------------
Initial Public Offering (IPO)
 Risk
---------------------------------------------------------
Interest Rate Risk                    X            X
---------------------------------------------------------
Issuer Risk
---------------------------------------------------------
Leverage Risk                         X
---------------------------------------------------------
Liquidity Risk                        X
---------------------------------------------------------
Market Risk                           X
---------------------------------------------------------
Mid-Sized Company Risk
---------------------------------------------------------
Mortgage-Related and Other
 Asset-Backed Securities Risk
---------------------------------------------------------
Non-Diversification Risk
---------------------------------------------------------
Prepayment and Extension Risk         X
---------------------------------------------------------
Quantitative Model Risk
---------------------------------------------------------
Real Estate Industry Risk
---------------------------------------------------------
Reinvestment Risk                                  X
---------------------------------------------------------
Risks of Foreign Investing
---------------------------------------------------------
Sector Risk
---------------------------------------------------------
Small and Mid-Sized Company
 Risk
---------------------------------------------------------
Small Company Risk
---------------------------------------------------------
Stripped Securities Risk              X
---------------------------------------------------------
Value Securities Risk
---------------------------------------------------------
Varying Distribution Levels
 Risk
---------------------------------------------------------

CONFIDENTIAL INFORMATION ACCESS RISK. In managing the underlying fund, the investment manager normally will seek to avoid the receipt of material, non- public information (Confidential Information) about the issuers of floating rate loans being considered for acquisition by the underlying fund, or held in the underlying fund. In many instances, issuers of floating rate loans offer to furnish Confidential Information to prospective purchasers or holders of the issuer's floating rate loans to help potential investors assess the value of the loan. The investment manager's decision not to receive Confidential Information from these issuers may disadvantage the Fund as compared to other floating rate loan investors, and may adversely affect the price the underlying fund pays for the loans it purchases, or the price at which the underlying fund sells the loans. Further, in situations when holders of floating rate loans are asked, for example, to grant consents, waivers or amendments, the investment manager's ability to assess the desirability of such consents, waivers or amendments may be compromised. For these and other reasons, it is possible that the investment manager's decision under normal circumstances not to receive Confidential Information could adversely affect the underlying fund's performance.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS B.4

COUNTERPARTY RISK. Counterparty risk is the risk that a counterparty to a security or loan held by an underlying fund becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The underlying fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding, and there may be no recovery or limited recovery in such circumstances. The underlying fund will typically enter into financial instrument transactions with counterparties whose credit rating is investment grade, or, if unrated, determined to be of comparable quality by the investment manager.

DERIVATIVES RISK. Derivatives are financial instruments that have a value which depends upon, or is derived from, the value of something else, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. Losses involving derivative instruments may be substantial, because a relatively small price movement in the underlying security(ies), instrument, currency or index may result in a substantial loss for the underlying fund. In addition to the potential for increased losses, the use of derivative instruments may lead to increased volatility within the underlying fund. Derivative instruments in which the underlying funds invest will typically increase each such fund's exposure to principal risks to which they are otherwise exposed, and may expose the fund to additional risks, including leverage risk, hedging risk, correlation risk, and liquidity risk.

Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument.

Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. See the SAI for more information on derivative instruments and related risks.

FOCUSED PORTFOLIO RISK. The underlying fund expects to invest in a limited number of companies. Accordingly, the underlying fund may have more volatility and is considered to have more risk than a fund that invests in a greater number of companies because changes in the value of a single security may have a more significant effect, either negative or positive, on the underlying fund's net asset value. To the extent the underlying fund invests its assets in fewer securities, the underlying fund is subject to greater risk of loss if any of those securities declines in price.

FOREIGN CURRENCY RISK. The underlying fund's exposure to foreign currencies subjects the underlying fund to constantly changing exchange rates and the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of short positions, that the U.S. dollar will decline in value relative to the currency being sold forward. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and economic or political developments in the U.S. or abroad. As a result, the underlying fund's exposure to foreign currencies may reduce the returns of the underlying fund. Trading of foreign currencies also includes the risk of clearing and settling trades which, if prices are volatile, may be difficult or impossible.

GEOGRAPHIC CONCENTRATION RISK. The underlying fund may be particularly susceptible to economic, political or regulatory events affecting companies and countries within the specific geographic region in which an underlying fund focuses its investments. Currency devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result, the underlying fund may be more volatile than a more geographically diversified fund.

B.5 RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

HIGHLY LEVERAGED TRANSACTIONS RISK. The corporate loans and corporate debt securities in which the underlying fund invests substantially consist of transactions involving refinancings, recapitalizations, mergers and acquisitions, and other financings for general corporate purposes. The underlying fund's investments also may include senior obligations of a borrower issued in connection with a restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code (commonly known as "debtor-in-possession" financings), provided that such senior obligations are determined by the underlying fund's investment manager upon its credit analysis to be a suitable investment by such underlying fund. In such highly leveraged transactions, the borrower assumes large amounts of debt in order to have the financial resources to attempt to achieve its business objectives. Such business objectives may include but are not limited to: management's taking over control of a company (leveraged buy-out); reorganizing the assets and liabilities of a company (leveraged recapitalization); or acquiring another company. Loans or securities that are part of highly leveraged transactions involve a greater risk (including default and bankruptcy) than other investments.

IMPAIRMENT OF COLLATERAL RISK. The value of collateral, if any, securing a floating rate loan can decline, and may be insufficient to meet the borrower's obligations or difficult to liquidate. In addition, the underlying fund's access to collateral may be limited by bankruptcy or other insolvency laws. Further, certain floating rate loans may not be fully collateralized and may decline in value.

INDUSTRY CONCENTRATION RISK. Investments that are concentrated in a particular issuer will make the underlying fund's portfolio value more susceptible to the events or conditions impacting that particular industry. Because the underlying fund may invest more than 25% of its total assets in money market instruments issued by banks, the value of these investments may be adversely affected by economic, political or regulatory developments in or that impact the banking industry.

INFLATION PROTECTED SECURITIES RISK. Inflation-protected debt securities tend to react to change in real interest rates. Real interest rates can be described as nominal interest rates minus the expected impact of inflation. In general, the price of an inflation-protected debt security falls when real interest rates rise, and rises when real interest rates fall. Interest payments on inflation- protected debt securities will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary bonds. In periods of deflation, these securities may generate no income at all.

INITIAL PUBLIC OFFERING (IPO) RISK. IPOs are subject to many of the same risks as investing in companies with smaller market capitalizations. To the extent the Fund determines to invest in IPOs it may not be able to invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an IPO may be made available. The investment performance of the Fund during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when the Fund is able to do so. In addition, as the Fund increases in size, the impact of IPOs on the Fund's performance will generally decrease. IPOs sold within 12 months of purchase will result in increased short-term capital gains, which will be taxable to shareholders as ordinary income.

INTEREST RATE RISK. Interest rate risk is the risk of losses attributable to changes in interest rates. Interest rate risk is generally associated with bond prices: when interest rates rise, bond prices fall. In general, the longer the maturity or duration of a bond, the greater its sensitivity to changes in interest rates.

LEVERAGE RISK. Leverage occurs when the underlying fund increases its assets available for investment using borrowings, short sales, derivatives, or similar instruments or techniques. Due to the fact that short sales involve borrowing securities and then selling them, the underlying fund's short sales effectively leverage the underlying fund's assets. The use of leverage may make any change in the underlying fund's net asset value (NAV) even greater and thus result in increased volatility of returns. The underlying fund's assets that are used as collateral to secure the short sales may decrease in value while the short positions are outstanding, which may force the underlying fund to use its other assets to increase the collateral. Leverage can also create an interest expense that may lower the underlying fund's overall returns. Lastly, there is no guarantee that a leveraging strategy will be successful.

LIQUIDITY RISK. The risk associated from a lack of marketability of securities which may make it difficult or impossible to sell at desirable prices in order to minimize loss. The underlying fund may have to lower the selling price, sell other investments, or forego another, more appealing investment opportunity.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS B.6

MID-SIZED COMPANY RISK. Investments in mid-sized companies often involve greater risks than investments in larger, more established companies because mid-sized companies may lack the management experience, financial resources, product diversification and competitive strengths of larger companies. In addition, in some instances the securities of mid-sized companies are traded only over-the- counter or on regional securities exchanges and the frequency and volume of their trading is substantially less than is typical of larger companies.

MORTGAGE-RELATED AND OTHER ASSET-BACKED SECURITIES RISKS. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if an underlying fund holds mortgage-related securities, it may exhibit additional volatility. This is known as extension risk. In addition, adjustable and fixed rate mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner.

PREPAYMENT AND EXTENSION RISK. Prepayment and extension risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid, or redeemed before maturity. This risk is primarily associated with asset-backed securities, including mortgage-backed securities and floating rate loans. If a loan or security is converted, prepaid, or redeemed before maturity, particularly during a time of declining interest rates or declining spreads, the investment manager may not be able to reinvest in securities or loans providing as high a level of income, resulting in a reduced yield to the underlying fund. Conversely, as interest rates rise or spreads widen, the likelihood of prepayment decreases. The investment manager may be unable to capitalize on securities with higher interest rates or wider spreads because the underlying fund's investments are locked in at a lower rate for a longer period of time.

QUANTITATIVE MODEL RISK. Certain underlying funds employ quantitative methods that may result in performance different from the market as a whole as a result of the factors used in the quantitative method, the weight placed on each factor, and changes in the factors' historical trends. There can be no assurance that the methodology will enable these underlying funds to achieve their objectives.

REAL ESTATE INDUSTRY RISK. Certain underlying funds concentrate their investments in securities of companies operating in the real estate industry, making such underlying fund susceptible to risks associated with the ownership of real estate and with the real estate industry in general. These risks can include fluctuations in the value of the underlying properties, defaults by borrowers or tenants, market saturation, decreases in market rates for rents, and other economic, political, or regulatory occurrences affecting the real estate industry, including real estate investment trusts (REITs).

Investments in REITs depend upon specialized management skills, and REITs may have limited financial resources, may have less trading volume, and may be subject to more abrupt or erratic price movements than the overall securities markets. REITs are also subject to the risk of failing to qualify for tax-free pass-through of income. Some REITs (especially mortgage REITs) are affected by risks similar to those associated with investments in debt securities including changes in interest rates and the quality of credit extended.

REINVESTMENT RISK is the risk that the underlying fund will not be able to reinvest income or principal at the same rate it currently is earning.

RISKS OF FOREIGN INVESTING. Foreign securities are securities of issuers based outside the United States. An issuer is deemed to be based outside the United States if it is organized under the laws of another country. Foreign securities are primarily denominated in foreign currencies. In addition to the risks normally associated with domestic securities of the same type, foreign securities are subject to the following foreign risks:

B.7 RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS

Country risk includes the political, economic, and other conditions of the country. These conditions include lack of publicly available information, less government oversight (including lack of accounting, auditing, and financial reporting standards), the possibility of government-imposed restrictions, and even the nationalization of assets. The liquidity of foreign investments may be more limited than for most U.S. investments, which means that, at times it may be difficult to sell foreign securities at desirable prices.

SECTOR RISK. If an underlying fund emphasizes one or more economic sectors, it may be more susceptible to the financial, market or economic events affecting the particular issuers and industries in which it invests than funds that do not emphasize particular sectors. The more an underlying fund diversifies across sectors, the more it spreads risk and potentially reduces the risks of loss and volatility.

SMALL AND MID-SIZED COMPANY RISK. Investments in small and medium companies often involve greater risks than investments in larger, more established companies because small and medium companies may lack the management experience, financial resources, product diversification experience and competitive strengths of larger companies. Additionally, in many instances, the securities of small and medium companies are traded only over-the-counter or on regional securities exchanges and the frequency and volume of their trading is substantially less and may be more volatile than is typical of larger companies.

SMALL COMPANY RISK. Investments in small capitalization companies often involve greater risks than investments in larger, more established companies because small capitalization companies may lack the management experience, financial resources, product diversification, experience and competitive strengths of larger companies. In addition, in many instances the securities of small capitalization companies are traded only over-the-counter or on regional securities exchanges and the frequency and volume of their trading is substantially less and may be more volatile than is typical of larger companies.

STRIPPED SECURITIES RISK. Stripped securities are the separate income or principal components of debt securities. These securities are particularly sensitive to changes in interest rates, and therefore subject to greater fluctuations in price than typical interest bearing debt securities. For example, stripped mortgage-backed securities have greater interest rate risk than mortgage-backed securities with like maturities, and stripped treasury securities have greater interest rate risk than traditional government securities with identical credit ratings.

VALUE SECURITIES RISK. Value securities involve the risk that they may never reach what the investment manager believes is their full market value either because the market fails to recognize the stock's intrinsic worth or the investment manager misgauged that worth. They also may decline in price, even though in theory they are already undervalued. Because different types of stocks tend to shift in and out of favor depending on market and economic conditions, the underlying fund's performance may sometimes be lower or higher than that of other types of funds (such as those emphasizing growth stocks).

VARYING DISTRIBUTION LEVELS RISK. The amount of the distributions paid by the underlying fund generally depends on the amount of income and/or dividends received by the underlying fund on the securities it holds. The Fund may not be able to pay distributions or may have to reduce its distribution level if the income and/or dividends the Fund receives from its investments decline.

RIVERSOURCE VARIABLE PORTFOLIOS - 2010 PROSPECTUS B.8

THIS PAGE LEFT BLANK INTENTIONALLY

RIVERSOURCE VARIABLE PORTFOLIO FUNDS
734 Ameriprise Financial Center
Minneapolis, MN 55474

Additional information about the Funds and their investments is available in the Funds' SAI. The SAI is incorporated by reference in this prospectus. For a free copy of the SAI or to request other information about the Funds or to make a shareholder inquiry, contact your financial intermediary or RiverSource Family of Funds at (800) 221-2450 or through the address listed above.

Since shares of the Funds are offered generally only to insurance company separate accounts to serve as investment vehicles for variable annuity contracts and for variable life insurance policies, they are not offered to the public. Because of this, the Funds' offering documents and shareholder reports are not available on our public website at riversource.com/funds.

Information about the Funds, including the SAI, can be reviewed at the Securities and Exchange Commission's (Commission) Public Reference Room in Washington, D.C. (for information about the public reference room call 1-202- 551-8090). Reports and other information about the Funds are available on the EDGAR Database on the Commission's Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing to the Commission's Public Reference, Washington, D.C. 20549-1520.

INVESTMENT COMPANY ACT FILE #:  811-22127

RIVER SOURCE LOGO S-6534-99 C (4/10)

[RiverSource Investments logo]

PROSPECTUS APRIL 14, 2010

RiverSource Variable Portfolio - Limited Duration Bond Fund RiverSource Variable Portfolio - Strategic Income Fund Variable Portfolio - AllianceBernstein International Value Fund Variable Portfolio - American Century Diversified Bond Fund Variable Portfolio - American Century Growth Fund Variable Portfolio - Eaton Vance Floating-Rate Income Fund Variable Portfolio - International Fund

Variable Portfolio - Invesco International Growth Fund

Variable Portfolio - J.P. Morgan Core Bond Fund Variable Portfolio - Jennison Mid Cap Growth Fund Variable Portfolio - MFS Value Fund

Variable Portfolio - Marsico Growth Fund

Variable Portfolio - Mondrian International Small Cap Fund Variable Portfolio - Morgan Stanley Global Real Estate Fund Variable Portfolio - NFJ Dividend Value Fund Variable Portfolio - Partners Small Cap Growth Fund Variable Portfolio - PIMCO Mortgage-Backed Securities Fund

Variable Portfolio - Pyramis(R) International Equity Fund

Variable Portfolio - U.S. Equity Fund

Variable Portfolio - UBS Large Cap Growth Fund Variable Portfolio - Wells Fargo Short Duration Government Fund

Each above-named RiverSource Variable Portfolio (RiverSource VP) and Variable Portfolio (VP) Fund may offer Class 1 and Class 2 shares to separate accounts (Accounts) funding variable annuity contracts and variable life insurance policies (Contracts) issued by affiliated and unaffiliated life insurance companies as well as qualified pension and retirement plans (Qualified Plans) and other qualified institutional investors authorized by RiverSource Fund Distributors, Inc. (the distributor). There are no exchange ticker symbols associated with shares of the funds.

Pyramis(R) is a registered service mark of FMR LLC. Used under license.

THESE SECURITIES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, ANY BANK OR AN AFFILIATE OF ANY BANK, NOR ARE THEY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC), OR ANY OTHER AGENCY OF THE UNITED STATES, OR ANY

BANK OR AN AFFILIATE OF ANY BANK; AND ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF VALUE.

NOT FDIC INSURED - MAY LOSE VALUE - NO BANK GUARANTEE

| 1

TABLE OF CONTENTS

SUMMARIES OF THE FUNDS

Investment Objectives, Fees and Expenses of the Fund, Principal Investment Strategies of the Fund, Principal Risks of Investing in the Fund, Past Performance and Fund Management, Buying and Selling Shares, Tax Information and Financial Intermediary Compensation.

RIVERSOURCE VP - LIMITED DURATION BOND FUND............................     2
RIVERSOURCE VP - STRATEGIC INCOME FUND.................................     5
VP - ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND........................     9
VP - AMERICAN CENTURY DIVERSIFIED BOND FUND............................    12
VP - AMERICAN CENTURY GROWTH FUND......................................    15
VP - EATON VANCE FLOATING-RATE INCOME FUND.............................    17
VP - INTERNATIONAL FUND................................................    20
VP - INVESCO INTERNATIONAL GROWTH FUND.................................    23
VP - J.P. MORGAN CORE BOND FUND........................................    26
VP - JENNISON MID CAP GROWTH FUND......................................    29
VP - MFS VALUE FUND....................................................    31
VP - MARSICO GROWTH FUND...............................................    34
VP - MONDRIAN INTERNATIONAL SMALL CAP FUND.............................    36
VP - MORGAN STANLEY GLOBAL REAL ESTATE FUND............................    39
VP - NFJ DIVIDEND VALUE FUND...........................................    42
VP - PARTNERS SMALL CAP GROWTH FUND....................................    44
VP - PIMCO MORTGAGE-BACKED SECURITIES FUND.............................    47
VP - PYRAMIS INTERNATIONAL EQUITY FUND.................................    50
VP - U.S. EQUITY FUND..................................................    53
VP - UBS LARGE CAP GROWTH FUND.........................................    55
VP - WELLS FARGO SHORT DURATION GOVERNMENT FUND........................    58

MORE INFORMATION ABOUT THE FUNDS

Investment Objectives, Principal Investment Strategies of the Fund, Principal

Risks of Investing in the Fund, and Portfolio Management

   RIVERSOURCE VP - LIMITED DURATION BOND FUND............................    61
   RIVERSOURCE VP - STRATEGIC INCOME FUND.................................    63
   VP - ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND........................    66
   VP - AMERICAN CENTURY DIVERSIFIED BOND FUND............................    68
   VP - AMERICAN CENTURY GROWTH FUND......................................    70
   VP - EATON VANCE FLOATING-RATE INCOME FUND.............................    72
   VP - INTERNATIONAL FUND................................................    75
   VP - INVESCO INTERNATIONAL GROWTH FUND.................................    77
   VP - J.P. MORGAN CORE BOND FUND........................................    79
   VP - JENNISON MID CAP GROWTH FUND......................................    81
   VP - MFS VALUE FUND....................................................    83
   VP - MARSICO GROWTH FUND...............................................    85
   VP - MONDRIAN INTERNATIONAL SMALL CAP FUND.............................    87
   VP - MORGAN STANLEY GLOBAL REAL ESTATE FUND............................    89
   VP - NFJ DIVIDEND VALUE FUND...........................................    91
   VP - PARTNERS SMALL CAP GROWTH FUND....................................    93
   VP - PIMCO MORTGAGE-BACKED SECURITIES FUND.............................    97
   VP - PYRAMIS INTERNATIONAL EQUITY FUND.................................    99
   VP - U.S. EQUITY FUND..................................................   101
   VP - UBS LARGE CAP GROWTH FUND.........................................   104
   VP - WELLS FARGO SHORT DURATION GOVERNMENT FUND........................   106
DESCRIPTIONS OF THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS.............   108
MORE ABOUT ANNUAL FUND OPERATING EXPENSES.................................   118
OTHER INVESTMENT STRATEGIES AND RISKS.....................................   119
FUND MANAGEMENT AND COMPENSATION..........................................   121
   Investment Manager.....................................................   121
   Additional Services and Compensation...................................   123
   Payments to Affiliated and Unaffiliated Participating Insurance
      Companies...........................................................   123
   Potential Conflicts of Interest........................................   123
   Additional Management Information......................................   124
BUYING AND SELLING SHARES.................................................   125
   Description of Fund Shares.............................................   125
   Pricing and Valuing of Fund Shares.....................................   125
   Purchasing Shares......................................................   125
   Transferring/Selling Shares............................................   125
   Short-Term or Excessive Trading........................................   126
DISTRIBUTIONS AND TAXES...................................................   127

References to "Fund" throughout this prospectus refer to the RiverSource VP and VP funds named on the front cover of this prospectus singularly or collectively as the context requires. Each Fund is a series of RiverSource Variable Series Trust (the Trust).

This prospectus may contain information on Funds and share classes not available under your Contract or Qualified Plan. Please refer to your Contract prospectus or Qualified Plan disclosure documents, as applicable, for information regarding the investment options available to you.

Summary of RiverSource VP - Limited Duration Bond Fund | 2

SUMMARY OF RIVERSOURCE VP - LIMITED DURATION BOND FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a level of current income consistent with preservation of capital.

FEES AND EXPENSES OF THE FUND

This table describes the fees and expenses that you may pay as an investor in the Fund. The table does not reflect any fees, expenses or sales charges imposed by your Contract or Qualified Plan, which are disclosed in your separate Contract prospectus or Qualified Plan disclosure documents, or imposed on Accounts that may own shares directly. If the additional fees, expenses or sales charges were reflected, it would increase overall expenses.

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                                 CLASS 1   CLASS 2
                                                                                 -------   -------
Management fees                                                                   0.47%     0.47%
Distribution and/or service (12b-1) fees                                          0.00%     0.25%
Other expenses(a)                                                                 0.15%     0.15%
Total annual fund operating expenses                                              0.62%     0.87%
Less: Fee waiver/expense reimbursement(b)                                        (0.08%)   (0.08%)
Total annual fund operating expenses after fee waiver/expense reimbursement(b)    0.54%     0.79%

(a) Other expenses are based on estimated amounts for the current fiscal year and are not adjusted to reflect the Fund's average net assets as of a different period or point in time, as the Fund's asset levels will fluctuate. The Fund's operating expenses will increase as its assets decrease, such that the Fund's actual expense ratios may be higher than the expense ratio presented in the table.

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any), will not exceed 0.54% for Class 1 and 0.79% for Class 2.

EXAMPLE

The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your investment at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund's operating expenses remain the same. The Example includes contractual commitments to waive fees and reimburse expenses expiring as indicated in the preceding table. The Example does not reflect the fees and expenses that apply to your Contract or Qualified Plan or to Accounts that may own shares directly. Inclusion of these charges would increase expenses for all periods shown. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

          1 YEAR   3 YEARS
          ------   -------
Class 1     $55     $191
Class 2     $81     $270

PORTFOLIO TURNOVER

The Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund's performance.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in bonds and other debt securities. The Fund will primarily invest in debt securities with short- and intermediate-term maturities which the Fund defines as those with maturities up to seven years. The Fund will primarily invest in corporate bonds, securities issued by the U.S. government, and mortgage- and asset-backed securities. The Fund may invest up to 15% of its net assets in securities rated below investment grade (commonly called "high-yield" or "junk" bonds). Up to 25% of the Fund's net assets may be invested in foreign investments, which may include investments in emerging markets.

The investment manager may use derivatives such as futures, options, forward contracts, structured notes and swaps, including credit default swaps, in an effort to produce incremental earnings, to hedge existing positions, to increase market exposure and investment flexibility, or to obtain or reduce credit exposure.

Summary of RiverSource VP - Limited Duration Bond Fund | 3

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ACTIVE MANAGEMENT RISK. The Fund is actively managed and its performance therefore will reflect in part the ability of the portfolio managers to select securities and to make investment decisions that are suited to achieving the Fund's investment objectives. Due to its active management, the Fund could underperform other mutual funds with similar investment objectives.

CREDIT RISK. Credit risk is the risk that fixed-income securities in the Fund's portfolio will decline in price or fail to pay interest or repay principal when due because the issuer of the security or the counterparty to a contract will default or otherwise become unable or unwilling to honor its financial obligations. Unrated securities held by the Fund present increased credit risk. The Fund's investment in below-investment grade securities (i.e., high-yield or junk bonds) exposes the Fund to a greater amount of credit risk than a fund which invests solely in investment grade securities.

DERIVATIVES RISK. The Fund's use of derivatives involves risks different from, and possibly greater than, the risks associated with investing directly in the investments underlying the derivatives. Derivatives may be volatile and involve significant risk, such as, among other things, correlation risk, counterparty credit risk, hedging risk, leverage risk and liquidity risk. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment.

Emerging markets risk includes the dramatic pace of change in these countries as well as the other considerations listed above. Because of the less developed markets and economics and less mature governments and governmental institutions, the risks of investing in foreign securities can be intensified in the case of investments in issuers domiciled or doing substantial business in emerging markets.

INTEREST RATE RISK. Interest rate risk is the risk of losses attributable to changes in interest rates. When interest rates rise, bond prices fall. In general, the longer the maturity or duration of a bond, the greater its sensitivity to changes in interest rates. Interest rate changes also may increase prepayments of debt obligations.

LIQUIDITY RISK. Liquidity risk is the risk associated with a lack of marketability of securities which may make it difficult or impossible to sell at desirable prices in order to minimize loss. The Fund may have to lower the selling price, sell other investments, or forego another, more appealing investment opportunity.

PREPAYMENT AND EXTENSION RISK. Prepayment and extension risk is the risk that a loan, bond or other security might be called or otherwise converted, prepaid or redeemed before maturity, and the portfolio managers may not be able to reinvest the prepayment proceeds in securities or loans providing as high a level of income, resulting in a reduced yield to the Fund. As interest rates rise or spreads widen, the likelihood of prepayment decreases. The portfolio managers may be unable to capitalize on securities with higher interest rates or wider spreads because the Fund's investments are locked in at a lower rate for a longer period of time.

MORTGAGE-RELATED AND OTHER ASSET-BACKED RISK. Mortgage-related and other asset-backed securities are subject to certain additional risks. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if a Fund holds mortgage-related securities, it may exhibit additional volatility. This is known as extension risk. In addition, adjustable and fixed rate mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner.

Summary of RiverSource VP - Limited Duration Bond Fund | 4

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Barclays Capital U.S. 1-5 Year Credit Bond Index. The Fund also intends to compare its performance to the performance of the Lipper Short-Intermediate Investment Grade Debt Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

PORTFOLIO MANAGER              TITLE         MANAGED FUND SINCE
-----------------        -----------------   ------------------
Tom Murphy, CFA          Portfolio Manager   May 2010
Timothy J. Doubek, CFA   Portfolio Manager   May 2010

BUYING AND SELLING SHARES

You may not buy (nor will you own) shares of the Fund directly. You invest by participating in a Qualified Plan or buying a Contract and making allocations to the Fund. Please see your Qualified Plan disclosure documents or Contract prospectus, as applicable, for more information. Participants in Qualified Plans are encouraged to consult with their plan administrator for additional information.

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

The Fund intends to comply with the regulations relating to the diversification requirements under section 817(h) of the Internal Revenue Code. Federal income taxation of subaccounts, life insurance companies and annuity contracts or life insurance policies is discussed in your annuity contract or life insurance policy prospectus.

FINANCIAL INTERMEDIARY COMPENSATION

The Fund, its distributor or other related companies may pay participating insurance companies or other financial intermediaries for the sale of Fund shares and related services if you make allocations to the Fund. These payments may create a conflict of interest by influencing the participating insurance company or other financial intermediary to recommend the Fund over another investment option. Ask your financial adviser or visit your financial intermediary's web site for more information.

Summary of RiverSource VP - Strategic Income Fund | 5

SUMMARY OF RIVERSOURCE VP - STRATEGIC INCOME FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of current income and capital growth as a secondary objective.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                                 CLASS 1   CLASS 2
                                                                                 -------   -------
Management fees                                                                   0.57%     0.57%
Distribution and/or service (12b-1) fees                                          0.00%     0.25%
Other expenses(a)                                                                 0.17%     0.17%
Total annual fund operating expenses                                              0.74%     0.99%
Less: Fee waiver/expense reimbursement(b)                                        (0.16%)   (0.16%)
Total annual fund operating expenses after fee waiver/expense reimbursement(b)    0.58%     0.83%

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1     $59     $221
Class 2     $85     $300

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund's assets are primarily allocated among various fixed income investment categories including: high yield bonds, emerging markets bonds, floating rate loans, government and corporate bonds, mortgage- and asset-backed securities, Treasury inflation protected securities, international bonds and cash or cash equivalents. A smaller portion of the Fund may be allocated to real estate investment trusts (REITs) and U.S. and international equity securities.

The Fund's investment manager, RiverSource Investments, LLC, relies on various qualitative and proprietary quantitative inputs to tactically allocate the Fund's assets across the different asset classes and investment categories set forth below.

The Fund may invest up to 100% of its total assets in foreign investments, which may include emerging markets, and up to 75% of its total assets in below investment-grade debt securities (junk bonds) and floating rate loans.

Summary of RiverSource VP - Strategic Income Fund | 6

The quantitative models that serve as inputs into the investment manager's tactical allocation decisions take into account factors such as style, sector, market capitalization, geographic location, credit quality, interest rate risk and yield potential. Typically, asset allocation changes will be made monthly to refine the Fund's positioning. The allocation of investments will remain within the ranges selected by the investment manager. The ranges selected by the investment manager are:

ASSET CLASS                             INVESTMENT CATEGORY                       RANGE
-----------                             -------------------                       -----
Fixed Income   Below investment-grade   High yield bonds                          25-75%
                                        High yield, floating rate loans
                                        Emerging markets bonds

               Investment-grade         Government and corporate bonds            15-70%
                                        Mortgage-backed securities

                                        Treasury inflation protected securities
                                        International bonds

Equity                                  Real estate                                0-10%
                                        U.S. and international equities
Cash                                    Cash                                       0-30%

The Fund may use derivatives such as futures, options, swaps, forward contracts and structured notes, to produce incremental earnings, to hedge existing positions, maintain investment efficiency or to increase flexibility.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

QUANTITATIVE MODEL RISK. Securities selected using quantitative methods may perform differently from the market as a whole for many reasons, including the factors used in building the quantitative analytical framework, the weights placed on each factor, and changing sources of market returns, among others. There can be no assurance that these methodologies will enable the Fund to achieve its objective.

INTEREST RATE RISK. Fixed income securities are subject interest rate risk, which is the risk of losses attributable to changes in interest rates. When interest rates rise, bond prices fall. In general, the longer the maturity or duration of a bond, the greater its sensitivity to changes in interest rates. Interest rate changes also may increase prepayments of debt obligations. Securities with floating interest rates may decline in value if their interest rates do not rise as much as interest rates in general. Because rates on certain floating rate loans and other debt securities reset only periodically, changes in prevailing interest rates (particularly sudden and significant changes) can be expected to cause fluctuations in the Fund's net asset value.

CREDIT RISK. Credit risk is the risk that loans or other securities in the Fund's portfolio will decline in price or fail to pay interest or repay principal when due because the borrower of the loan or the issuer or the issuer of the security will default or otherwise become unable or unwilling to honor its financial obligations. Unrated loans or securities held by the Fund present increased credit risk. The Fund's investment in below-investment grade loans or other securities (i.e., high-yield or junk) exposes the Fund to a greater amount of credit risk than a fund which invests solely in investment grade loans or other securities. Issuer bankruptcies may cause a delay to the Fund in acting on the collateral securing the loan, which may adversely affect the Fund. Further, there is a risk that a court could take action with respect to a floating rate loan adverse to the holders of the loan. A default or expected default of a floating rate loan could also make it difficult for the Fund to sell the loan at a price approximating the value previously placed on it.

HIGHLY LEVERAGED TRANSACTIONS RISK. The corporate loans and corporate debt securities in which the Fund invests include highly leveraged transactions whereby the borrower assumes large amounts of debt in order to have the financial resources to attempt to achieve its business objectives. Loans or securities that are part of highly leveraged transactions involve a greater risk (including default and bankruptcy) than other investments.

Summary of RiverSource VP - Strategic Income Fund | 7

IMPAIRMENT OF COLLATERAL RISK. The value of any collateral securing a floating rate loan can decline, and may be insufficient to meet the borrower's obligations or difficult to liquidate. In addition, the Fund's access to collateral may be limited by bankruptcy or other insolvency laws.

COUNTERPARTY RISK. Counterparty credit risk is the risk that a counterparty to a financial instrument becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, and the Fund may obtain no recovery of its investment or may only obtain a limited recovery, and any recovery may be delayed.

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

LIQUIDITY RISK. Liquidity risk is the risk associated with a lack of marketability of securities which may make it difficult or impossible to sell at desirable prices. The Fund may have to lower the selling price, sell other investments, or forego another, more appealing investment opportunity. Floating rate loans generally are subject to legal or contractual restrictions on resale, may trade infrequently, and their value may be impaired when the Fund needs to liquidate such loans. Loans and other securities may trade only in the over-the-counter market rather than on an organized exchange and may be more difficult to purchase or sell at a fair price, which may have a negative impact on the Fund's performance.

CONFIDENTIAL INFORMATION ACCESS RISK. The investment manager normally will seek to avoid the receipt of material, non-public information (Confidential Information) about the issuers of floating rate loans (including from the issuer itself) being considered for acquisition by the Fund, or held in the Fund. The investment manager's decision not to receive Confidential Information from these issuers may disadvantage the Fund.

REAL ESTATE INDUSTRY RISK. The Fund is susceptible to the risks associated with the ownership of real estate and with the real estate industry in general. These risks can include fluctuations in the value of the properties underlying the Fund's portfolio holdings, defaults by borrowers or tenants, market saturation, decreases in market rates for rents, and other economic, political, or regulatory occurrences affecting the real estate industry, including REITs.

REITs depend upon specialized management skills, may have limited financial resources, may have less trading volume, and may be subject to more abrupt or erratic price movements than the overall securities markets. REITs are also subject to the risk of failing to qualify for tax-free pass-through of income. Some REITs (especially mortgage REITs) are affected by risks similar to those associated with investments in debt securities including changes in interest rates and the quality of credit extended.

SMALL AND MID-SIZED COMPANY RISK. Investments in small and medium size companies often involve greater risks than investments in larger, more established companies, including less predictable earnings, lack of experienced management, financial resources, product diversification and competitive strengths. Securities of small and medium size companies may trade only over-the-counter or on regional securities exchanges and the frequency and volume of their trading is substantially less than is typical of larger companies.

Summary of RiverSource VP - Strategic Income Fund | 8

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Barclays Capital U.S. Aggregate Bond Index. The Fund also intends to compare its performance to the performance of the Lipper Multi-Sector Income Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

PORTFOLIO MANAGER                 TITLE             MANAGED FUND SINCE
-----------------        ------------------------   ------------------
Colin J. Lundgren, CFA   Senior Portfolio Manager   May 2010
Gene R. Tannuzzo, CFA    Portfolio Manager          May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - AllianceBernstein International Value Fund | 9

SUMMARY OF VP - ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                                 CLASS 1   CLASS 2
                                                                                 -------   -------
Management fees                                                                   0.85%     0.85%
Distribution and/or service (12b-1) fees                                          0.00%     0.25%
Other expenses(a)                                                                 0.18%     0.18%
Total annual fund operating expenses                                              1.03%     1.28%
Less: Fee waiver/expense reimbursement(b)                                        (0.11%)   (0.11%)
Total annual fund operating expenses after fee waiver/expense reimbursement(b)    0.92%     1.17%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 0.92% for Class 1 and 1.17% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1    $ 94      $317
Class 2    $119      $395

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund's assets primarily are invested in equity securities of foreign issuers that are believed to be undervalued and offer growth potential. The Fund may invest in both developed and emerging markets.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, AllianceBernstein L.P., which provides day-to-day portfolio management of the Fund.

The Fund may use foreign currency futures contracts or foreign currency forward contracts, with terms of up to one year, in an effort to hedge existing positions, interest rate fluctuations or currency fluctuations, or to produce incremental earnings. The Fund also may purchase foreign currency for immediate settlement in order to purchase foreign securities. The Fund may use stock index futures to equitize temporary and transactional cash balances.

Summary of VP - AllianceBernstein International Value Fund | 10

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

MARKET RISK. The market value of securities may fall, fail to rise or fluctuate, sometimes rapidly and unpredictably. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. These risks are generally greater for small and mid-sized companies. Focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market.

VALUE SECURITIES RISK. Value securities involve the risk that they may never reach what the investment manager believes is their full market value either because the market fails to recognize the stock's intrinsic worth or the investment manager misgauged that worth. They also may decline in price, even though in theory they are already undervalued. Because different types of stocks tend to shift in and out of favor depending on market and economic conditions, the Fund's performance may sometimes be lower or higher than that of other types of funds (such as those emphasizing growth stocks).

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Morgan Stanley Capital International (MSCI) EAFE Index. The Fund also intends to compare its performance to the performance of the Lipper International Large-Cap Value Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: AllianceBernstein L.P.

PORTFOLIO MANAGER                      TITLE                  MANAGED FUND SINCE
-----------------       -----------------------------------   ------------------
Sharon E. Fay, CFA      CIO Global Value Equities             May 2010
Kevin F. Simms          Co-CIO International Value Equities   May 2010
Henry S. D'Auria, CFA   Co-CIO International Value Equities   May 2010
Eric J. Franco, CFA     Senior Portfolio Manager              May 2010

BUYING AND SELLING SHARES

Summary of VP - AllianceBernstein International Value Fund | 11

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - American Century Diversified Bond Fund | 12

SUMMARY OF VP - AMERICAN CENTURY DIVERSIFIED BOND FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of current income.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                  CLASS 1   CLASS 2
                                                  -------   -------
Management fees                                    0.47%     0.47%
Distribution and/or service (12b-1) fees           0.00%     0.25%
Other expenses(a)                                  0.15%     0.15%
Total annual fund operating expenses               0.62%     0.87%
Less: Fee waiver/expense reimbursement(b)         (0.07%)   (0.07%)
Total annual fund operating expenses after fee
   waiver/expense reimbursement(b)                 0.55%     0.80%

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1     $56      $192
Class 2     $82      $271

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in bonds and other debt securities. At least 50% of the Fund's net assets will be invested in securities like those included in the Barclays Capital U.S. Aggregate Bond Index (the Index), which are investment grade and denominated in U.S. dollars. The Index includes securities issued by the U.S. government, corporate bonds, and mortgage- and asset-backed securities. Although the Fund emphasizes high- and medium-quality debt securities, it will assume some credit risk in an effort to achieve higher yield and/or capital appreciation by buying lower-quality (junk) bonds.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, American Century Investment Management, Inc., which provides day-to-day portfolio management of the Fund.

Summary of VP - American Century Diversified Bond Fund | 13

instrumentalities, such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), and the Federal Home Loan Bank (FHLB) are not guaranteed by the U.S. Treasury or supported by the full faith and credit of the U.S. government. However, they are authorized to borrow from the U.S. Treasury to meet their obligations.

The Fund may use derivatives such as futures, options, and swaps, including credit default swaps, in an effort to produce incremental earnings, to hedge existing positions, to increase market exposure and investment flexibility, or to obtain or reduce credit exposure.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

Summary of VP - American Century Diversified Bond Fund | 14

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: American Century Investment Management, Inc.

PORTFOLIO MANAGER                             TITLE                    MANAGED FUND SINCE
-----------------           ----------------------------------------   ------------------
Robert V. Gahagan           Senior Portfolio Manager                   May 2010
Alejandro H. Aguilar, CFA   Portfolio Manager                          May 2010
Jeffrey L. Houston, CFA     Portfolio Manager                          May 2010
Brian Howell                Portfolio Manager                          May 2010
G. David MacEwen            CIO - Fixed Income and Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - American Century Growth Fund | 15

SUMMARY OF VP - AMERICAN CENTURY GROWTH FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                 CLASS 1   CLASS 2
                                                 -------   -------
Management fees                                   0.64%     0.64%
Distribution and/or service (12b-1) fees          0.00%     0.25%
Other expenses(a)                                 0.15%     0.15%
Total annual fund operating expenses              0.79%     1.04%
Less: Fee waiver/expense reimbursement(b)        (0.09%)   (0.09%)
Total annual fund operating expenses after fee
   waiver/expense reimbursement(b)                0.70%     0.95%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 0.70% for Class 1 and 0.95% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1     $72      $244
Class 2     $97      $322

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund invests primarily in common stocks of larger-sized companies selected for their growth prospects. Management of the Fund is based on the belief that, over the long term, stock price movements follow growth in earnings, revenues and/or cash flow.

Summary of VP - American Century Growth Fund | 16

The Fund may use derivatives such as futures, options, swaps and forward contracts, to produce incremental earnings, to hedge existing positions, maintain investment efficiency or to increase flexibility.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

MARKET RISK. The market value of securities may fall, fail to rise or fluctuate, sometimes rapidly and unpredictably. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. Focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Russell 1000 Growth(R) Index. The Fund also intends to compare its performance to the performance of the Lipper Large-Cap Growth Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: American Century Investment Management, Inc.

PORTFOLIO MANAGER                           TITLE                 MANAGED FUND SINCE
-----------------            ----------------------------------   ------------------
Gregory J. Woodhams, CFA     CIO - U.S. Growth Equity Large Cap   May 2010
                             and Senior Portfolio Manager
E. A. Prescott LeGard, CFA   Portfolio Manager                    May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund will be treated as a partnership for federal income tax purposes, and does not expect to make regular distributions to shareholders.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - Eaton Vance Floating-Rate Income Fund | 17

SUMMARY OF VP - EATON VANCE FLOATING-RATE INCOME FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of current income.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                             CLASS 1   CLASS 2
                                             -------   -------
Management fees                               0.63%     0.63%
Distribution and/or service (12b-1) fees      0.00%     0.25%
Other expenses(a)                             0.17%     0.17%
Total annual fund operating expenses          0.80%     1.05%
Less: Fee waiver/expense reimbursement(b)    (0.22%)   (0.22%)
Total annual fund operating expenses after
   fee waiver/expense reimbursement(b)        0.58%     0.83%

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1     $59      $234
Class 2     $85      $312

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in income producing floating rate loans and other floating rate debt securities. These debt obligations will generally be rated non-investment grade by recognized rating agencies (similar to "junk bonds") or, if unrated, be considered by the investment manager to be of comparable quality. The Fund may also purchase investment grade fixed income debt securities and money market instruments. Up to 25% of the Fund's net assets may be invested in foreign investments.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Eaton Vance Management, which provides day-to-day portfolio management of the Fund.

Summary of VP - Eaton Vance Floating-Rate Income Fund | 18

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

MARKET RISK. The market value of securities may fall or fail to rise. Market risk may affect a borrower, a single issuer, sector of the economy, industry, or the market as a whole. The market value of floating rate loans and securities may fluctuate, sometimes rapidly and unpredictably.

LIQUIDITY RISK. Floating rate loans generally are subject to legal or contractual restrictions on resale, may trade infrequently, and their value may be impaired when the Fund needs to liquidate such loans. Securities may trade only in the over-the-counter market rather than on an organized exchange and may be more difficult to purchase or sell at a fair price, which may have a negative impact on the Fund's performance.

Summary of VP - Eaton Vance Floating-Rate Income Fund | 19

often volatile and trading costs are higher. Foreign securities in the Fund's portfolio subject the Fund to the risks associated with investing in the particular country, including the political, regulatory, economic, social and other conditions of the country, as well as fluctuations in its currency and the risks associated with less developed custody and settlement practices. Emerging markets risk includes the dramatic pace of change in these countries as well as the other considerations listed above. Because of the less developed markets and economics and less mature governments and governmental institutions, the risks of investing in foreign securities can be intensified in the case of investments in issuers domiciled or doing substantial business in emerging markets.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the S&P/LSTA Leveraged Loan Index. The Fund also intends to compare its performance to the performance of the Lipper Loan Participation Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: Eaton Vance Management

PORTFOLIO MANAGER          TITLE         MANAGED FUND SINCE
-----------------    -----------------   ------------------
Scott H. Page, CFA   Portfolio Manager   May 2010
Craig P. Russ        Portfolio Manager   May 2010
Andrew Sveen, CFA    Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - International Fund | 20

SUMMARY OF VP - INTERNATIONAL FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                             CLASS 1   CLASS 2
                                             -------   -------
Management fees                               0.95%     0.95%
Distribution and/or service (12b-1) fees      0.00%     0.25%
Other expenses(a)                             0.22%     0.22%
Total annual fund operating expenses          1.17%     1.42%
Less: Fee waiver/expense reimbursement(b)    (0.02%)   (0.02%)
Total annual fund operating expenses after
   fee waiver/expense reimbursement(b)        1.15%     1.40%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 1.15% for Class 1 and 1.40% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1    $117      $370
Class 2    $143      $448

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal circumstances, the Fund invests at least 75% of its total assets in foreign companies in developed markets (for example, Japan, Canada and the United Kingdom) and in emerging markets (for example, China, India and Brazil).

Under normal circumstances, the Fund invests a majority of its net assets in small- and mid-sized companies. Small- and mid-sized companies are defined as companies with market capitalizations under $5 billion at the time of investment. However, if the Fund's investments in such companies represent less than a majority of its net assets, the Fund may continue to hold and to make additional investments in an existing company in its portfolio even if that company's capitalization has grown to exceed $5 billion. Except as noted above, under normal circumstances, the Fund may invest in other companies with market capitalizations above $5 billion, provided that immediately after that investment a majority of its net assets would be invested in companies with market capitalizations under $5 billion.

Summary of VP - International Fund | 21

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the S&P Global ex-U.S. Cap Range Companies Between USD500 Million to USD5 Billion Index. The Fund also intends to compare its performance to the performance of the Lipper International Small/Mid-Cap Growth Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

PORTFOLIO MANAGER            TITLE         MANAGED FUND SINCE
-----------------      -----------------   ------------------
P. Zachary Egan, CFA   Portfolio Manager   May 2010
Louis J. Mendes, CFA   Portfolio Manager   May 2010

BUYING AND SELLING SHARES

Summary of VP - International Fund | 22

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - Invesco International Growth Fund | 23

SUMMARY OF VP - INVESCO INTERNATIONAL GROWTH FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                             CLASS 1   CLASS 2
                                             -------   -------
Management fees                               0.84%     0.84%
Distribution and/or service (12b-1) fees      0.00%     0.25%
Other expenses(a)                             0.17%     0.17%
Total annual fund operating expenses          1.01%     1.26%
Less: Fee waiver/expense reimbursement(b)    (0.05%)   (0.05%)
Total annual fund operating expenses after
   fee waiver/expense reimbursement(b)        0.96%     1.21%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 0.96% for Class 1 and 1.21% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1    $ 98      $317
Class 2    $123      $395

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund's assets are primarily invested in equity securities of foreign issuers. The Fund will normally invest in securities of companies located in at least three countries outside the U.S., emphasizing investment in companies in the developed countries of Western Europe and the Pacific Basin. The Fund may also invest up to 20% of its assets in securities that provide exposure to emerging markets.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Invesco Advisers, Inc., which provides day-to-day portfolio management of the Fund.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

Summary of VP - Invesco International Growth Fund | 24

objectives. Due to its active management, the Fund could underperform other mutual funds with similar investment objectives.

RISKS OF FOREIGN INVESTING. Foreign securities are securities of issuers based outside the United States. An issuer is deemed to be based outside the United States if it is organized under the laws of another country. Investments in foreign securities involve certain risks not associated with investments in U.S. companies. Securities markets in certain foreign countries are not as developed, efficient or liquid as securities markets in the United States. Therefore, the prices of foreign securities are often volatile and trading costs are higher. Foreign securities in the Fund's portfolio subject the Fund to the risks associated with investing in the particular country, including the political, regulatory, economic, social and other conditions of the country, as well as fluctuations in its currency and the risks associated with less developed custody and settlement practices. Emerging markets risk includes the dramatic pace of change in these countries as well as the other considerations listed above. Because of the less developed markets and economics and less mature governments and governmental institutions, the risks of investing in foreign securities can be intensified in the case of investments in issuers domiciled or doing substantial business in emerging markets.

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Morgan Stanley Capital International (MSCI) EAFE Growth Index. The Fund also intends to compare its performance to the performance of the Lipper International Large-Cap Growth Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: Invesco Advisers, Inc.

PORTFOLIO MANAGER                TITLE                MANAGED FUND SINCE
-----------------   -------------------------------   ------------------
Clas Olsson         Senior Portfolio Manager (lead)   May 2010
Barrett Sides       Senior Portfolio Manager (lead)   May 2010
Shuxin Cao          Senior Portfolio Manager          May 2010
Matthew Dennis      Portfolio Manager                 May 2010
Jason Holzer        Senior Portfolio Manager          May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

Summary of VP - Invesco International Growth Fund | 25

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - J.P. Morgan Core Bond Fund | 26

SUMMARY OF VP - J.P. MORGAN CORE BOND FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of current income while conserving the value of the investment for the longest period of time.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                             CLASS 1   CLASS 2
                                             -------   -------
Management fees                               0.47%     0.47%
Distribution and/or service (12b-1) fees      0.00%     0.25%
Other expenses(a)                             0.16%     0.16%
Total annual fund operating expenses          0.63%     0.88%
Less: Fee waiver/expense reimbursement(b)    (0.08%)   (0.08%)
Total annual fund operating expenses after
   fee waiver/expense reimbursement(b)        0.55%     0.80%

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1     $56      $194
Class 2     $82      $273

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in bonds and other debt securities. Although the Fund is not an index fund, it invests primarily in securities like those included in the Barclays U.S. Aggregate Bond Index (the Index), which are investment grade and denominated in U.S. dollars. The Index includes securities issued by the U.S. government, corporate bonds, and mortgage- and asset-backed securities. The Fund does not expect to invest in securities rated below investment grade, although it may hold securities that, subsequent to the Fund's investment, have been downgraded to a below investment grade rating.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, J.P. Morgan Investment Management Inc., which provides day-to-day portfolio management of the Fund.

Summary of VP - J.P. Morgan Core Bond Fund | 27

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: J.P. Morgan Investment Management Inc.

PORTFOLIO MANAGER           TITLE         MANAGED FUND SINCE
-----------------     -----------------   ------------------
Douglas S. Swanson    Portfolio Manager   May 2010
Christopher Nauseda   Portfolio Manager   May 2010

BUYING AND SELLING SHARES

Summary of VP - J.P. Morgan Core Bond Fund | 28

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - Jennison Mid Cap Growth Fund | 29

SUMMARY OF VP - JENNISON MID CAP GROWTH FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                             CLASS 1   CLASS 2
                                             -------   -------
Management fees                               0.75%     0.75%
Distribution and/or service (12b-1) fees      0.00%     0.25%
Other expenses(a)                             0.16%     0.16%
Total annual fund operating expenses          0.91%     1.16%
Less: Fee waiver/expense reimbursement(b)    (0.09%)   (0.09%)
Total annual fund operating expenses after
   fee waiver/expense reimbursement(b)        0.82%     1.07%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 0.82% for Class 1 and 1.07% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1    $ 84      $281
Class 2    $109      $360

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund will invest at least 80% of its net assets (including the amount of any borrowings for investment purposes) in the equity securities of mid-capitalization companies. Mid-capitalization companies are defined as those companies with a market capitalization that falls within the range of the companies that comprise the Russell Midcap(R) Growth Index. The market capitalization range of the companies included in the Index was $219 million to $17.95 billion as of March 31, 2010. The market capitalization range and composition of the Index is subject to change. Up to 25% of the Fund's net assets may be invested in foreign investments.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Jennison Associates LLC, which provides day-to-day portfolio management of the Fund.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

Summary of VP - Jennison Mid Cap Growth Fund | 30

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

MID-SIZED COMPANY RISK. Investments in mid-sized companies often involve greater risks than investments in larger, more established companies, including less predictable earnings, lack of experienced management, financial resources, product diversification and competitive strengths. Securities of mid-sized companies may trade only over-the-counter or on regional securities exchanges and the frequency and volume of their trading is substantially less than is typical of larger companies.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Russell Midcap(R) Growth Index. The Fund also intends to compare its performance to the performance of the Lipper Mid-Cap Growth Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: Jennison Associates LLC

PORTFOLIO MANAGER         TITLE         MANAGED FUND SINCE
-----------------   -----------------   ------------------
John Mullman, CFA   Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund will be treated as a partnership for federal income tax purposes, and does not expect to make regular distributions to shareholders.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - MFS Value Fund | 31

SUMMARY OF VP - MFS VALUE FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                             CLASS 1   CLASS 2
                                             -------   -------
Management fees                               0.64%     0.64%
Distribution and/or service (12b-1) fees      0.00%     0.25%
Other expenses(a)                             0.15%     0.15%
Total annual fund operating expenses          0.79%     1.04%
Less: Fee waiver/expense reimbursement(b)    (0.15%)   (0.15%)
Total annual fund operating expenses after
   fee waiver/expense reimbursement(b)        0.64%     0.89%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 0.64% for Class 1 and 0.89% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1     $65      $238
Class 2     $91      $316

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund's assets are invested primarily in equity securities. The Fund invests primarily in the stocks of companies that are believed to be undervalued compared to their perceived worth (value companies). Value companies tend to have stock prices that are low relative to their earnings, dividends, assets, or other financial measures. The Fund may invest up to 25% of its net assets in foreign securities.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Massachusetts Financial Services Company, which provides day-to-day portfolio management of the Fund.

Equity securities in which the Fund may invest include common stocks, preferred stocks, securities convertible into common stocks and depositary receipts for those securities. While the Fund's assets may invested in companies of any size, the Fund generally focuses on large-capitalization companies. Large-capitalization companies are defined as those companies with market capitalizations of at least $5 billion at the time of purchase.

Summary of VP - MFS Value Fund | 32

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

MARKET RISK. The market value of securities may fall, fail to rise or fluctuate, sometimes rapidly and unpredictably. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. Focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market.

VALUE SECURITIES RISK. Value securities involve the risk that they may never reach what the investment manager believes is their full market value either because the market fails to recognize the stock's intrinsic worth or the investment manager misgauged that worth. They also may decline in price, even though in theory they are already undervalued. Because different types of stocks tend to shift in and out of favor depending on market and economic conditions, the Fund's performance may sometimes be lower or higher than that of other types of funds (such as those emphasizing growth stocks).

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Russell 1000 Value(R) Index. The Fund also intends to compare its performance to the performance of the Lipper Large-Cap Value Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: Massachusetts Financial Services Company

PORTFOLIO MANAGER         TITLE         MANAGED FUND SINCE
-----------------   -----------------   ------------------
Nevin P. Chitkara   Portfolio Manager   May 2010
Steven R. Gorham    Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund will be treated as a partnership for federal income tax purposes, and does not expect to make regular distributions to shareholders.

Summary of VP - MFS Value Fund | 33

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - Marsico Growth Fund | 34

SUMMARY OF VP - MARSICO GROWTH FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                             CLASS 1   CLASS 2
                                             -------   -------
Management fees                               0.64%     0.64%
Distribution and/or service (12b-1) fees      0.00%     0.25%
Other expenses(a)                             0.15%     0.15%
Total annual fund operating expenses          0.79%     1.04%
Less: Fee waiver/expense reimbursement(b)    (0.09%)   (0.09%)
Total annual fund operating expenses after
   fee waiver/expense reimbursement(b)        0.70%     0.95%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 0.70% for Class 1 and 0.95% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1     $72      $244
Class 2     $97      $322

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund invests primarily in equity securities of large capitalization companies. The Fund defines large capitalization companies as those with a market capitalization greater than $5 billion at the time of purchase. Up to 25% of the Fund's net assets may be invested in foreign investments.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Marsico Capital Management, LLC, which provides day-to-day portfolio management of the Fund.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

Summary of VP - Marsico Growth Fund | 35

objectives. Due to its active management, the Fund could underperform other mutual funds with similar investment objectives.

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

MARKET RISK. The market value of securities may fall, fail to rise or fluctuate, sometimes rapidly and unpredictably. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. Focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the S&P 500 Index. The Fund also intends to compare its performance to the performance of the Lipper Large-Cap Growth Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: Marsico Capital Management, LLC

PORTFOLIO MANAGER                       TITLE                   MANAGED FUND SINCE
-----------------        ------------------------------------   ------------------
Thomas F. Marsico, CFA   Portfolio Manager                      May 2010
A. Douglas Rao           Senior Analyst and Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund will be treated as a partnership for federal income tax purposes, and does not expect to make regular distributions to shareholders.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - Mondrian International Small Cap Fund | 36

SUMMARY OF VP - MONDRIAN INTERNATIONAL SMALL CAP FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                           CLASS 1   CLASS 2
                                           -------   -------
Management fees                             0.95%     0.95%
Distribution and/or service (12b-1) fees    0.00%     0.25%
Other expenses(a)                           0.22%     0.22%
Total annual fund operating expenses        1.17%     1.42%

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1    $119      $372
Class 2    $145      $450

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund invests primarily in equity securities of non-U.S. small cap companies. Under normal market conditions, the Fund will invest at least 80% of its net assets (including the amount of any borrowings for investment purposes) in the stocks of non-U.S. small cap companies. Small cap companies are defined as those companies whose market capitalization falls within the range of companies in the Morgan Stanley Capital International World Ex-U.S. Small Cap Index (the Index). The Index is composed of stocks which are categorized as small capitalization stocks and is designed to measure equity performance in 22 global developed markets, excluding the U.S. The Fund may also invest in emerging markets. The market capitalization range of the companies included in the Index was $37.54 million to $4.95 billion as of March 31, 2010. The market capitalization range and composition of the Index is subject to change.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Mondrian Investment Partners Limited, which provides day-to-day portfolio management of the Fund.

The Fund may use foreign currency forward contracts, with terms of up to three months on a rolling basis, in an effort to defensively hedge the currency of existing positions. The Fund also may purchase foreign currency for immediate settlement in order to purchase foreign securities.

Summary of VP - Mondrian International Small Cap Fund | 37

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

RISKS OF FOREIGN INVESTING. Foreign securities are securities of issuers based outside the United States. An issuer is deemed to be based outside the United States if it is organized under the laws of another country. Investments in foreign securities involve certain risks not associated with investments in U.S. companies. Securities markets in certain foreign countries are not as developed, efficient or liquid as securities markets in the United States. Therefore, the prices of foreign securities are often volatile and trading costs are higher. Foreign securities in the Fund's portfolio subject the Fund to the risks associated with investing in the particular country, including the political, regulatory, economic, and other conditions of the country, as well as fluctuations in its currency and the risks associated with less developed custody and settlement practices. Emerging markets risk includes the dramatic pace of change in these countries as well as the other considerations listed above. Because of the less developed markets and economics and less mature governments and governmental institutions, the risks of investing in foreign securities can be intensified in the case of investments in issuers domiciled or doing substantial business in emerging markets.

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

SMALL AND MID-SIZED COMPANY RISK. Investments in small companies often involve greater risks than investments in larger, more established companies, including less predictable earnings, lack of experienced management, financial resources, product diversification and competitive strengths. Securities of small companies may trade only over-the-counter or on regional securities exchanges and the frequency and volume of their trading is substantially less than is typical of larger companies.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Morgan Stanley Capital International (MSCI) World Ex U.S. Small Cap Index. The Fund also intends to compare its performance to the performance of the Lipper International Small-/Mid-Cap Core Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: Mondrian Investment Partners Limited

PORTFOLIO MANAGER               TITLE             MANAGED FUND SINCE
-----------------     ------------------------   ------------------
Dr. Ormala Krishnan   Senior Portfolio Manager   May 2010

BUYING AND SELLING SHARES

Summary of VP - Mondrian International Small Cap Fund | 38

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - Morgan Stanley Global Real Estate Fund | 39

SUMMARY OF VP - MORGAN STANLEY GLOBAL REAL ESTATE FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with current income and capital appreciation.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                                 CLASS 1   CLASS 2
                                                                                 -------   -------
Management fees                                                                   0.85%     0.85%
Distribution and/or service (12b-1) fees                                          0.00%     0.25%
Other expenses(a)                                                                 0.19%     0.19%
Total annual fund operating expenses                                              1.04%     1.29%
Less: Fee waiver/expense reimbursement(b)                                        (0.18%)   (0.18%)
Total annual fund operating expenses after fee waiver/expense reimbursement(b)    0.86%     1.11%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 0.86% for Class 1 and 1.11% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1    $ 88     $313
Class 2    $113     $392

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in equity and equity-related securities issued by companies in the real estate industry located throughout the world (Global Real Estate Companies). The Fund is a non-diversified fund that will invest primarily in companies in the real estate industry located in the developed countries of North America, Europe and Asia, but may also invest in emerging markets.

Under normal market conditions, the Fund generally will invest at least 40% of its net assets in Global Real Estate Companies that maintain their principal place of business or conduct their principal business activities outside the U.S., have their securities traded on non-U.S. exchanges or have been formed under the laws of non-U.S. countries. As a result, the Fund may make substantial investments in non-U.S. dollar denominated securities. The Subadvisers (as defined below) may reduce this 40% minimum investment amount to 30% if the Subadvisers believe that market conditions for these types of Global Real Estate Companies or specific foreign markets are unfavorable. The Fund considers a company to conduct its principal business activities outside the U.S. if it derives at least 50% of its revenue from business outside the U.S. or has at least 50% of its assets outside the U.S.

Summary of VP - Morgan Stanley Global Real Estate Fund | 40

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's Subadviser, Morgan Stanley Investment Management Inc., which provides day-to-day portfolio management of the Fund.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

NON-DIVERSIFICATION RISK. Compared with a "diversified" fund, the Fund may invest a greater percentage of its assets in the securities of a single issuer. A decline in the value of that investment could cause the Fund's overall value to decline to a greater degree than if the Fund held a more diversified portfolio.

FOREIGN CURRENCY RISK. Foreign currency risk results from constantly changing exchange rate between local currency and the U.S. dollar. Whenever the Fund holds securities valued in a foreign currency or holds the currency, changes in the exchange rate add or subtract from the value of the investment.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the FTSE EPRA/NAREIT Developed Real Estate Index. The Fund also intends to compare its performance to the performance of the Lipper Global Real Estate Funds Index.

Summary of VP - Morgan Stanley Global Real Estate Fund | 41

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: Morgan Stanley Investment Management Inc.

PORTFOLIO MANAGER         TITLE         MANAGED FUND SINCE
-----------------   -----------------   ------------------
Theodore R. Bigman  Portfolio Manager   May 2010
Michiel te Paske    Portfolio Manager   May 2010
Sven van Kemenade   Portfolio Manager   May 2010
Angeline Ho         Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - NFJ Dividend Value Fund | 42

SUMMARY OF VP - NFJ DIVIDEND VALUE FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term growth of capital and income.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                                 CLASS 1   CLASS 2
                                                                                 -------   -------
Management fees                                                                   0.64%     0.64%
Distribution and/or service (12b-1) fees                                          0.00%     0.25%
Other expenses(a)                                                                 0.15%     0.15%
Total annual fund operating expenses                                              0.79%     1.04%
Less: Fee waiver/expense reimbursement(b)                                        (0.15%)   (0.15%)
Total annual fund operating expenses after fee waiver/expense reimbursement(b)    0.64%     0.89%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 0.64% for Class 1 and 0.89% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1     $65      $238
Class 2     $91      $316

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, at least 80% of the Fund's net assets (including the amount of any borrowings for investment purposes) are invested in equity securities of companies that pay or are expected to pay dividends. Up to 25% of the Fund's net assets may be invested in foreign investments, including those from emerging markets.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, NFJ Investment Group LLC, which provides day-to-day portfolio management of the Fund.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

Summary of VP - NFJ Dividend Value Fund | 43

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

MARKET RISK. The market value of securities may fall, fail to rise or fluctuate, sometimes rapidly and unpredictably. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. Focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market.

VARYING DISTRIBUTION LEVELS RISK. The amount of the distributions paid by the Fund generally depends on the amount of income and/or dividends received by the Fund on the securities it holds. The Fund may not be able to pay distributions or may have to reduce its distribution level if the income and/or dividends the Fund receives from its investments decline.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: NFJ Investment Group LLC

PORTFOLIO MANAGER                  TITLE         MANAGED FUND SINCE
-----------------            -----------------   ------------------
Benno J. Fischer, CFA        Managing Director   May 2010
Paul Magnuson                Managing Director   May 2010
R. Burns McKinney, CFA       Portfolio Manager   May 2010
Thomas W. Oliver, CFA, CPA   Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund will be treated as a partnership for federal income tax purposes, and does not expect to make regular distributions to shareholders.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - Partners Small Cap Growth Fund | 44

SUMMARY OF VP - PARTNERS SMALL CAP GROWTH FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                                 CLASS 1   CLASS 2
                                                                                 -------   -------
Management fees                                                                   0.89%     0.89%
Distribution and/or service (12b-1) fees                                          0.00%     0.25%
Other expenses(a)                                                                 0.19%     0.19%
Total annual fund operating expenses                                              1.08%     1.33%
Less: Fee waiver/expense reimbursement(b)                                        (0.01%)   (0.01%)
Total annual fund operating expenses after fee waiver/expense reimbursement(b)    1.07%     1.32%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 1.07% for Class 1 and 1.32% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1    $109     $343
Class 2    $134     $421

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, at least 80% of the Fund's net assets (including the amount of any borrowings for investment purposes) are invested in the equity securities of small-capitalization companies. Small-capitalization companies are defined as those companies with a market capitalization of up to $2.5 billion, or that fall within the range of the Russell 2000(R) Growth Index. The market capitalization range of the companies included in the Russell 2000(R) Growth Index was $15.71 million to $5.6 billion as of March 31, 2010. Up to 25% of the Fund's net assets may be invested in foreign investments.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadvisers, TCW Investment Management Company, Wells Capital Management Incorporated and London Company of Virginia, doing business as The London Company (each, a Subadviser), which provide day-to-day portfolio management of the Fund. RiverSource Investments, LLC, subject to the oversight of the Fund's Board of Trustees, decides the proportion of the Fund's assets to be managed by each Subadviser and may change these proportions at any time. Each Subadviser acts independently and uses its own methodology for selecting investments. Each Subadviser employs an active investment strategy.

Summary of VP - Partners Small Cap Growth Fund | 45

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

SMALL COMPANY RISK. Investments in small companies often involve greater risks than investments in larger, more established companies, including less predictable earnings, lack of experienced management, financial resources, product diversification and competitive strengths. Securities of small companies may trade only over-the-counter or on regional securities exchanges and the frequency and volume of their trading is substantially less than is typical of larger companies.

SECTOR RISK. If a fund emphasizes one or more economic sectors, it may be more susceptible to the financial, market or economic events affecting the particular issuers and industries in which it invests than funds that do not emphasize particular sectors. The more a fund diversifies across sectors, the more it spreads risk and potentially reduces the risks of loss and volatility.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Russell 2000 Growth(R) Index. The Fund also intends to compare its performance to the performance of the Lipper Small-Cap Growth Funds Index.

Summary of VP - Partners Small Cap Growth Fund | 46

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISERS: TCW Investment Management Company (TCW), London Company of Virginia, doing business as The London Company (TLC) and Wells Capital Management Incorporated (Wells)

PORTFOLIO MANAGER                     TITLE         MANAGED FUND SINCE
-----------------               -----------------   ------------------
TCW
Husam H. Nazer                  Portfolio Manager   May 2010
Brendt Stallings, CFA           Portfolio Manager   May 2010

TLC
Stephen Goddard, CFA            Portfolio Manager   May 2010
Jonathan Moody, CFA             Portfolio Manager   May 2010
J. Wade Stinnette               Portfolio Manager   May 2010

WELLS
Joseph M. Eberhardy, CFA, CPA   Portfolio Manager   May 2010
Thomas C. Ognar, CFA            Portfolio Manager   May 2010
Bruce C. Olson, CFA             Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund will be treated as a partnership for federal income tax purposes, and does not expect to make regular distributions to shareholders.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - PIMCO Mortgage-Backed Securities Fund | 47

SUMMARY OF VP - PIMCO MORTGAGE-BACKED SECURITIES FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with total return through current income and capital appreciation.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                                 CLASS 1   CLASS 2
                                                                                 -------   -------
Management fees                                                                   0.48%     0.48%
Distribution and/or service (12b-1) fees                                          0.00%     0.25%
Other expenses(a)                                                                 0.17%     0.17%
Total annual fund operating expenses                                              0.65%     0.90%
Less: Fee waiver/expense reimbursement(b)                                        (0.10%)   (0.10%)
Total annual fund operating expenses after fee waiver/expense reimbursement(b)    0.55%     0.80%

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1     $56      $198
Class 2     $82      $277

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in mortgage-related fixed income instruments. These instruments have varying maturities and include but are not limited to mortgage pass-through securities, collateralized mortgage obligations, commercial mortgage-backed securities and mortgage dollar rolls, and may be represented by forwards or derivatives such as options, futures contracts or swap agreements.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Pacific Investment Management Company LLC, which provides day-to-day portfolio management of the Fund.

The Fund invests primarily in securities that are in the highest rating category, but may invest up to 10% of its total assets in investment grade securities rated below Aaa by Moody's, or equivalently rated by S&P or Fitch, or, if unrated, determined by the Subadviser (as defined below) to be of comparable quality, subject to a minimum rating of Baa by Moody's, or equivalently rated by S&P or Fitch, or, if unrated, determined by the Subadviser to be of comparable quality. The average portfolio duration of the Fund normally varies from one to seven years based on the Subadviser's forecast for interest rates.

Summary of VP - PIMCO Mortgage-Backed Securities Fund | 48

The Fund may use derivatives such as futures, options, forward contracts and swaps, including credit default swaps, in an effort to produce incremental earnings, to hedge existing positions, to increase market exposure and investment flexibility, or to obtain or reduce credit exposure.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

LEVERAGE RISK. Leverage occurs when the Fund increases its assets available for investment using borrowings, short sales, derivatives, or similar instruments or techniques. The use of leverage may make any change in the Fund's net asset value (NAV) even greater and thus result in increased volatility of returns. There is no guarantee that a leveraging strategy will be successful.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Barclays Capital U.S. Mortgage Backed Securities Index. The Fund also intends to compare its performance to the performance of the Lipper U.S. Mortgage Funds Index.

Summary of VP - PIMCO Mortgage-Backed Securities Fund | 49

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: Pacific Investment Management Company LLC

PORTFOLIO MANAGER                  TITLE         MANAGED FUND SINCE
-----------------            -----------------   ------------------
Scott Simon                  Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - Pyramis International Equity Fund | 50

SUMMARY OF VP - PYRAMIS INTERNATIONAL EQUITY FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term growth of capital.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                                 CLASS 1   CLASS 2
                                                                                 -------   -------
Management fees                                                                   0.85%     0.85%
Distribution and/or service (12b-1) fees                                          0.00%     0.25%
Other expenses(a)                                                                 0.18%     0.18%
Total annual fund operating expenses                                              1.03%     1.28%
Less: Fee waiver/expense reimbursement(b)                                        (0.07%)   (0.07%)
Total annual fund operating expenses after fee waiver/expense reimbursement(b)    0.96%     1.21%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 0.96% for Class 1 and 1.21% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1    $ 98      $321
Class 2    $123      $399

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Pyramis Global Advisors, LLC, an indirectly held, wholly-owned subsidiary of FMR LLC, which provides day-to-day portfolio management of the Fund.

The Fund may use derivatives such as futures, options, swaps and forward contracts to produce incremental earnings, to hedge existing positions, maintain investment efficiency or to increase flexibility.

Summary of VP - Pyramis International Equity Fund | 51

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: Pyramis Global Advisors, LLC

PORTFOLIO MANAGER                  TITLE         MANAGED FUND SINCE
-----------------            -----------------   ------------------
Cesar Hernandez, CFA         Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

Summary of VP - Pyramis International Equity Fund | 52

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - U.S. Equity Fund | 53

SUMMARY OF VP - U.S. EQUITY FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                                 CLASS 1   CLASS 2
                                                                                 -------   -------
Management fees                                                                   0.88%     0.88%
Distribution and/or service (12b-1) fees                                          0.00%     0.25%
Other expenses(a)                                                                 0.18%     0.18%
Total annual fund operating expenses                                              1.06%     1.31%
Less: Fee waiver/expense reimbursement(b)                                        (0.09%)   (0.09%)
Total annual fund operating expenses after fee waiver/expense reimbursement(b)    0.97%     1.22%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 0.97% for Class 1 and 1.22% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1    $ 99      $329
Class 2    $124      $407

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal circumstances, at least 80% of the Fund's net assets (including the amount of any borrowings for investment purposes) are invested in equity securities of U.S. companies.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Columbia Wanger Asset Management, L.P., which provides day-to-day portfolio management of the Fund.

Summary of VP - U.S. Equity Fund | 54

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Russell 2000(R) Index. The Fund also intends to compare its performance to the performance of the Lipper Small-Cap Growth Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

PORTFOLIO MANAGER           TITLE         MANAGED FUND SINCE
-----------------     -----------------   ------------------
Robert A. Mohn, CFA   Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund will be treated as a partnership for federal income tax purposes, and does not expect to make regular distributions to shareholders.

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - UBS Large Cap Growth Fund | 55

SUMMARY OF VP - UBS LARGE CAP GROWTH FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                                 CLASS 1   CLASS 2
                                                                                 -------   -------
Management fees                                                                   0.64%     0.64%
Distribution and/or service (12b-1) fees                                          0.00%     0.25%
Other expenses(a)                                                                 0.15%     0.15%
Total annual fund operating expenses                                              0.79%     1.04%
Less: Fee waiver/expense reimbursement(b)                                        (0.09%)   (0.09%)
Total annual fund operating expenses after fee waiver/expense reimbursement(b)    0.70%     0.95%

(b) The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed 0.70% for Class 1 and 0.95% for Class 2.

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1    $72       $244
Class 2    $97       $322

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in equity securities of large capitalization U.S. companies. The Fund defines large capitalization companies as those with a market capitalization greater than $3 billion at the time of purchase. Up to 25% of the Fund's net assets may be invested in foreign investments.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, UBS Global Asset Management (Americas) Inc., which provides day-to-day portfolio management of the Fund.

Although the Fund will primarily invest in large capitalization companies as described above, it may invest a portion of its assets in securities of companies with a smaller market capitalization. Further, the Fund may choose to continue to hold a security if the company's market capitalization falls below its definition of large capitalization companies.

Summary of VP - UBS Large Cap Growth Fund | 56

The Fund's subadviser may, but is not required to, use derivatives such as options, futures and forward currency contracts to earn income and enhance returns, to manage or adjust the risk profile of the Fund, to replace more traditional direct investments, or to obtain exposure to certain markets.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

ISSUER RISK. An issuer may perform poorly, and therefore, the value of its stocks and bonds may decline, which would negatively affect the Fund's performance.

MARKET RISK. The market value of securities may fall, fail to rise or fluctuate, sometimes rapidly and unpredictably. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. Focus on a particular style, for example, investment in growth or value securities, may cause the Fund to underperform other mutual funds if that style falls out of favor with the market.

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: UBS Global Asset Management (Americas) Inc.

PORTFOLIO MANAGER                 TITLE         MANAGED FUND SINCE
-----------------           -----------------   ------------------
Lawrence G. Kemp, CFA       Portfolio Manager   May 2010

BUYING AND SELLING SHARES

TAX INFORMATION

The Fund will be treated as a partnership for federal income tax purposes, and does not expect to make regular distributions to shareholders.

Summary of VP - UBS Large Cap Growth Fund | 57

FINANCIAL INTERMEDIARY COMPENSATION

Summary of VP - Wells Fargo Short Duration Government Fund | 58

SUMMARY OF VP - WELLS FARGO SHORT DURATION GOVERNMENT FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with current income consistent with capital preservation.

FEES AND EXPENSES OF THE FUND

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT YOU PAY EACH YEAR AS A PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)

                                                                                 CLASS 1   CLASS 2
                                                                                 -------   -------
Management fees                                                                   0.47%     0.47%
Distribution and/or service (12b-1) fees                                          0.00%     0.25%
Other expenses(a)                                                                 0.16%     0.16%
Total annual fund operating expenses                                              0.63%     0.88%
Less: Fee waiver/expense reimbursement(b)                                        (0.08%)   (0.08%)
Total annual fund operating expenses after fee waiver/expense reimbursement(b)    0.55%     0.80%

EXAMPLE

          1 YEAR   3 YEARS
          ------   -------
Class 1     $56      $194
Class 2     $82      $273

PORTFOLIO TURNOVER

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in U.S. Government obligations, including debt securities issued or guaranteed by the U.S. Treasury, U.S. Government agencies or government-sponsored entities. The Fund may invest up to 20% of its net assets within non-government mortgage and asset-backed securities.

As part of the Fund's investment strategy, the Fund's subadviser may invest in stripped securities (securities that have been transformed from a principal amount with periodic interest coupons into a series of zero-coupon bonds, with the range of maturities matching the coupon payment dates and the redemption date of the principal amount) or enter into mortgage dollar rolls and reverse repurchase agreements. In addition, the Fund's subadviser may invest in mortgage-backed securities guaranteed by U.S. Government agencies, and to a lesser extent, other securities rated AAA or Aaa, that it believes will sufficiently outperform U.S. Treasuries. Generally, the portfolio's overall dollar-weighted average effective duration is less than that of a 3-year U.S. Treasury note.

RiverSource Investments, LLC serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Wells Capital Management Incorporated, which provides day-to-day portfolio management of the Fund.

Summary of VP - Wells Fargo Short Duration Government Fund | 59

PRINCIPAL RISKS OF INVESTING IN THE FUND

Please remember that with any mutual fund investment you may lose money. Principal risks associated with an investment in the Fund include:

PAST PERFORMANCE

The Fund is new as of the date of this prospectus and therefore performance information is not available.

When available the Fund intends to compare its performance to the performance of the Barclays Capital U.S. 1-3 Year Government Bond Index. The Fund also intends to compare its performance to the performance of the Lipper Short U.S. Government Funds Index.

FUND MANAGEMENT

INVESTMENT MANAGER: RiverSource Investments, LLC

SUBADVISER: Wells Capital Management Incorporated

PORTFOLIO MANAGER                 TITLE         MANAGED FUND SINCE
-----------------           -----------------   ------------------
Thomas O'Connor, CFA        Portfolio Manager   May 2010
Troy Ludgood                Portfolio Manager   May 2010

BUYING AND SELLING SHARES

Summary of VP - Wells Fargo Short Duration Government Fund | 60

TAX INFORMATION

The Fund intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes.

FINANCIAL INTERMEDIARY COMPENSATION

More Information about RiverSource VP - Limited Duration Bond Fund | 61

MORE INFORMATION ABOUT RIVERSOURCE VP - LIMITED DURATION BOND FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a level of current income consistent with preservation of capital. Because any investment involves risk, there is no assurance that this objective can be achieved. This investment objective may be changed by the Board of Trustees without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

In pursuit of the Fund's objective, RiverSource Investments, LLC (RiverSource Investments or the investment manager) chooses investments by:

- Evaluating the portfolio's total exposure to sectors, industries, issuers and securities relative to the Fund's benchmark, the Barclays Capital U.S. 1-5 Year Credit Index (the Index).

- Analyzing factors such as credit quality, interest rate outlook and price to select the most attractive securities within each sector (for example, identifying securities that have the opportunity to appreciate in value or provide income based on duration, expectations of changes in interest rates or credit quality).

- Investing in lower-quality (junk) bonds as opportunities arise.

- Targeting an average portfolio duration within one year of the duration of the Index which, as of March 31, 2010, was 2.83 years. Duration measures the sensitivity of bond prices to changes in interest rates. The longer the duration of a bond, the longer it will take to repay the principal and interest obligations and the more sensitive it will be to changes in interest rates. For example, a three-year duration means a bond is expected to decrease in value by 3% if interest rates rise 1% and increase in value by 3% if interest rates fall 1%.

In evaluating whether to sell a security, the investment manager considers, among other factors:

- The portfolio's total exposure to sectors, industries, issuers and securities relative to the Index.

- Whether its assessment of the credit quality of an issuer has changed or is vulnerable to a change.

- Whether a sector or industry is experiencing change.

- Changes in the interest rate or economic outlook.

- Identification of a more attractive opportunity.

PRINCIPAL RISKS OF INVESTING IN THE FUND

The following principal risks of investing in the Fund are described under "Descriptions of the Principal Risks of Investing in the Funds" in this prospectus. Please remember that with any mutual fund investment you may lose money.

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Credit Risk

- Derivatives Risk

- Risks of Foreign Investing

- Interest Rate Risk

- Liquidity Risk

- Market Risk

- Prepayment and Extension Risk

- Mortgage-Related and Other Asset-Backed Risk

More Information about RiverSource VP - Limited Duration Bond Fund | 62

PORTFOLIO MANAGEMENT

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

Tom Murphy, CFA, Portfolio Manager

- Managed the Fund since May 2010.

- Sector Leader of the investment grade credit sector team.

- Joined RiverSource Investments in 2002 as Vice President/Senior Investment Grade Sector Leader and portfolio manager.

- Began investment career in 1986.

- MBA, University of Michigan.

Timothy J. Doubek, CFA, Portfolio Manager

- Managed the Fund since May 2010.

- Sector Manager on the investment grade credit sector team.

- Joined RiverSource Investments in June 2001 as a senior portfolio manager and became an investment grade sector manager in 2002.

- Began investment career in 1987.

- MBA, University of Michigan.

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about RiverSource VP - Strategic Income Fund | 63

MORE INFORMATION ABOUT RIVERSOURCE VP - STRATEGIC INCOME FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of current income and capital growth as a secondary objective. Because any investment involves risk, there is no assurance that these objectives can be achieved. This investment objective may be changed by the Board of Trustees without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund's investment manager, RiverSource Investments, LLC (RiverSource Investments or the investment manager), relies on various qualitative and proprietary quantitative inputs to tactically allocate the Fund's assets across the different asset classes and investment categories set forth below.

Floating rate loans are debt obligations of companies and other similar entities that have interest rates that adjust or "float" periodically (normally on a daily, monthly, quarterly or semiannual basis by reference to a base lending rate, such as LIBOR (London Interbank Offered Rate), plus a premium). Floating rate loans are typically structured and administered by a financial institution that acts as the agent of the lenders participating in the floating rate loan. The loans in which the Fund will invest are typically senior secured floating rate loans. Senior secured floating rate loans ordinarily are secured by specific collateral or assets of the borrower so that holders of the loans will have a claim on those assets senior to the claim of certain other parties in the event of default or bankruptcy by the borrower. These loans usually are senior in rank to other securities issued by the borrower (such as common stock or other debt instruments).

ASSET CLASS                                       INVESTMENT CATEGORY             RANGE
-----------                             ---------------------------------------   -----
Fixed Income   Below investment-grade   High yield bonds                          25-75%
                                        High yield, floating rate loans
                                        Emerging markets bonds

               Investment-grade         Government and corporate bonds            15-70%
                                        Mortgage-backed securities
                                        Treasury inflation protected securities
                                        International bonds

Equity                                  Real estate                                0-10%
                                        U.S. and international equities

Cash                                    Cash                                       0-30%

Individual security selection within each investment category is made by specialized investment teams as set forth below.

The investment manager chooses fixed income securities and floating rate loans for investment by considering various factors including degree of interest rate risk, credit quality, price and yield potential. For fixed income securities, its investment process includes, among other factors:

- Seeking to identify opportunities and risks by reviewing domestic and foreign interest rates and economic forecasts.

- Investing more heavily in certain sectors based on the investment manager's market expectations.

- Identifying U.S. and foreign bonds that are investment-grade or below investment-grade.

- Identifying securities that are expected to outperform other securities. In this analysis, the investment manager will take risk factors into account (for example, whether money has been set aside to cover the cost of principal and interest payments).

- Identifying obligations that may benefit from currency fluctuations and interest rate differences among countries.

More Information about RiverSource VP - Strategic Income Fund | 64

For floating rate loans, the investment manager's investment selection process includes, among other factors:

- An analysis of the borrower's capital structure.

- A competitive analysis of the borrower and its industry.

- An evaluation of the management team's capabilities.

- A review of the legal documentation supporting the loan, including an analysis of the covenants and the rights and remedies of the lender.

In evaluating whether to continue to hold or sell a fixed income security or a floating rate loan, the investment manager considers, among other factors, whether:

- The security or loan is overvalued relative to other potential investments.

- The interest rate or economic outlook has changed.

- The security or loan has reached the investment manager's price objective or moved above a reasonable valuation target.

- The investment manager has identified a more attractive opportunity.

- The issuer's credit quality has declined or the investment manager expects it to decline.

- The issuer or the security continues to meet the other standards described above.

The investment manager chooses equity investments by employing proprietary, disciplined quantitative methods. The investment manager's disciplined, quantitative approach is designed to identify companies across the capitalization spectrum (large-, mid- and small-cap companies) with:

- Attractive valuations, based on factors such as price-to-earnings ratios;

- Sound balance sheets; or

- Improving outlooks, based on an analysis of return patterns over time.

In evaluating whether to sell an equity security, the investment manager considers, among other factors, whether:

- The security is overvalued relative to other potential investments.

- The company does not meet the investment manager's performance expectations.

Within the equity asset class allocation, the investment manager chooses real estate investment trusts by:

- Focusing on companies that it believes can achieve sustainable growth in cash flow and dividend paying ability.

- Using fundamental analysis of each company's financial condition and industry position to select investments.

- Seeking to purchase securities so that its underlying portfolio will be diversified geographically and by property type.

In evaluating whether to sell these types of securities, the investment manager considers, among other factors, whether:

- The growth or income potential of a security has materially changed.

- The investment manager has identified a more attractive opportunity.

The investment manager may also use Exchange Traded Funds (ETFs) to gain exposure to the various equity investment categories.

The investment manager may use derivatives such as futures, options, swaps, forward contracts and structured notes, to produce incremental earnings, to hedge existing positions, maintain investment efficiency or to increase flexibility.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Market Risk

- Active Management Risk

- Quantitative Model Risk

- Interest Rate Risk

- Credit Risk

- Highly Leveraged Transactions Risk

- Impairment of Collateral Risk

- Prepayment and Extension Risk

- Counterparty Risk

More Information about RiverSource VP - Strategic Income Fund | 65

- Risks of Foreign Investing

- Issuer Risk

- Liquidity Risk

- Derivatives Risk

- Confidential Information Access Risk

- Real Estate Industry Risk

- Small and Mid-Sized Company Risk

PORTFOLIO MANAGEMENT

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are: Colin J. Lundgren, CFA, Senior Portfolio Manager

- Managed the Fund since May 2010.

- Vice President, Institutional Fixed Income.

- Joined RiverSource Investments in 1986 and became manager of the Investment Statistical Group in 1989. He became a portfolio manager in 1995.

- Began investment career in 1989.

- BA, Lake Forest College.

Gene R. Tannuzzo, CFA, Portfolio Manager

- Managed the Fund since May 2010.

- Sector manager, multi-sector fixed income.

- Joined RiverSource Investments in 2003 as an associate analyst in municipal bond research. He became a portfolio manager in 2009.

- Began investment career in 2003.

- BSB, University of Minnesota, Carlson School of Management.

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - AllianceBernstein International Value Fund | 66

MORE INFORMATION ABOUT VP - ALLIANCEBERNSTEIN INTERNATIONAL VALUE FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term capital growth. Because any investment involves risk, there is no assurance that this objective can be achieved. This investment objective may be changed by the Board of Trustees without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

AllianceBernstein uses a value-oriented approach to make buy and sell decisions that is disciplined, centralized and highly systematic. This means that, in selecting investments for the Fund, AllianceBernstein seeks to:

- Use research analysis that is fundamental and bottom-up, based largely on specific company and industry findings rather than on broad economic forecasts.

- Invest in stocks that are underpriced --that have low price/earnings ratios, low price/book-value ratios and high dividend yields.

AllianceBernstein may sell a stock when it no longer meets the standards described.

AllianceBernstein may use foreign currency futures contracts or foreign currency forward contracts, with terms of up to one year, in an effort to hedge existing positions, interest rate fluctuations or currency fluctuations, or to produce incremental earnings. AllianceBernstein also may purchase foreign currency for immediate settlement in order to purchase foreign securities. AllianceBernstein may use stock index futures to equitize temporary and transactional cash balances.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Derivatives Risk

- Risks of Foreign Investing

- Issuer Risk

- Market Risk

- Quantitative Model Risk

- Value Securities Risk

PORTFOLIO MANAGEMENT

Subadviser: AllianceBernstein, which began serving as Subadviser to the Fund in May 2010, is located at 1345 Avenue of the Americas, New York, New York 10105. AllianceBernstein, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

Sharon E. Fay, CFA, Portfolio Manager

- Managed the fund since May 2010.

- Executive Vice President; Head of Bernstein Value Equities since 2009; and Chief Investment Officer -- Global Value Equities and Chair of the Global Value Investment Policy Group since 2003.

- CIO-Global Value Equities overseeing the portfolio management and research activities relating to cross-border and non-U.S. value investment portfolios from 2003 to 2008, and CIO-European and UK Value Equities from 1999 to 2006 (Co-CIO from 2003 to 2006).

More Information about VP - AllianceBernstein International Value Fund | 67

- Joined AllianceBernstein in 1990 as a research analyst, subsequently launching Canadian Value, AllianceBernstein's first single-market service focused outside the U.S. Ms. Fay then went on to launch the UK and European Equity services and build AllianceBernstein's London office, its first portfolio management team based outside the U.S.

- BA from Brown University and MBA from Harvard Business School.

- Location: London

Kevin F. Simms, Portfolio Manager

- Managed the fund since May 2010.

- Co-Chief Investment Officer - International Value Equities since 2003; Director of Research - Global Value Equities since 2000.

- Joined Alliance Bernstein in 1992 as a research analyst, and his industry coverage over the next six years included financial services, telecommunications and utilities.

- BSBA from Georgetown University and MBA from Harvard Business School.

- Location: New York.

Henry S. D'Auria, CFA, Portfolio Manager

- Managed the fund since May 2010.

- Chief Investment Officer - Emerging Markets Value Equities since 2002; and Co-Chief Investment Officer - International Value Equities since 2003.

- Joined AllianceBernstein in 1991 as a research analyst covering consumer and natural-gas companies, and he later covered the financial-services industry.

- BA from Trinity College.

- Location: New York.

Eric J. Franco, CFA, Senior Portfolio Manager

- Managed the fund since May 2010.

- Joined AllianceBernstein as a senior portfolio manager for international and global value equities in 1998.

- BA in Economics from Georgetown University

- Location: New York.

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - American Century Diversified Bond Fund | 68

MORE INFORMATION ABOUT VP - AMERICAN CENTURY DIVERSIFIED BOND FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of current income. Because any investment involves risk, there is no assurance that this objective can be achieved. This investment objective may be changed by the Board of Trustees without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in bonds and other debt securities. At least 50% of the Fund's net assets will be invested in securities like those included in the Barclays Capital U.S. Aggregate Bond Index (the Index), which are investment grade and denominated in U.S. dollars. The Index includes securities issued by the U.S. government, corporate bonds, and mortgage- and asset-backed securities. Although the Fund emphasizes high- and medium-quality debt securities, it will assume some credit risk in an effort to achieve higher yield and/or capital appreciation by buying lower-quality (junk) bonds. The Fund will provide shareholders with at least 60 days' written notice of any change in the 80% policy.

RiverSource Investments, LLC (RiverSource Investments or the investment manager) serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, American Century Investment Management, Inc. (American Century), which provides day-to-day portfolio management of the Fund.

The selection of debt obligations is the primary decision in building the investment portfolio. In pursuit of the Fund's objective, American Century decides which debt securities to buy and sell by considering:

- the desired maturity requirements for the portfolio.

- the portfolio's credit quality standards.

- current economic conditions and the risk of inflation.

- special features of the debt securities that may make them more or less attractive.

Because the Fund will own many debt securities, American Century calculates the average of the remaining maturities of all the debt securities the Fund owns to evaluate the interest rate sensitivity of the entire investment portfolio. This average is weighted according to the size of the Fund's individual holdings and is called the weighted average maturity. American Century generally seeks to maintain the weighted average maturity of the Fund's investment portfolio at three and one-half years or longer. Within this maturity limit, American Century may shorten the investment portfolio's maturity during periods of rising interest rates in order to seek to reduce the effect of bond price declines on the Fund's value. When interest rates are falling and bond prices are rising, American Century may lengthen the portfolio's maturity.

The Fund may invest in securities issued or guaranteed by the U.S. Treasury and certain U.S. government agencies or instrumentalities such as the Government National Mortgage Association (Ginnie Mae). Ginnie Mae is supported by the full faith and credit of the U.S. government. Securities issued or guaranteed by other U.S. government agencies or instrumentalities, such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), and the Federal Home Loan Bank (FHLB) are not guaranteed by the U.S. Treasury or supported by the full faith and credit of the U.S. government. However, they are authorized to borrow from the U.S. Treasury to meet their obligations.

American Century may use derivatives such as futures, options, and swaps, including credit default swaps, in an effort to produce incremental earnings, to hedge existing positions, to increase market exposure and investment flexibility, or to obtain or reduce credit exposure.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Credit Risk

- Derivatives Risk

- Interest Rate Risk

- Issuer Risk

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- Liquidity Risk

- Market Risk

- Prepayment and Extension Risk

PORTFOLIO MANAGEMENT

American Century uses teams of portfolio managers and analysts, organized by broad investment categories such as money markets, corporate bonds, government bonds and municipal bonds, in its management of fixed-income funds. Designated portfolio managers serve on the firm's Macro Strategy Team, which is responsible for periodically adjusting the Fund's strategic investment parameters based on economic and market conditions. The Fund's other portfolio managers are responsible for security selection and portfolio construction for the Fund within these strategic parameters, as well as compliance with stated investment objectives and cash flow monitoring. Other members of the investment team provide research and analytical support but generally do not make day-to-day investment decisions for the Fund.

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

Robert V. Gahagan, Senior Portfolio Manager (Macro Strategy Team Representative)

- Managed the Fund since 2010

- Joined American Century in 1983 as Research Analyst

- Portfolio Manager at American Century since 1991

- Began investment career in 1983

- B.A. and M.B.A, University of Missouri - Kansas City

Alejandro H. Aguilar, CFA, Portfolio Manager

- Managed the Fund since 2010

- Joined American Century in 2003 as Portfolio Manager

- Began investment career in 1994

- B.A., University of California - Berkeley; M.B.A., University of Michigan

Jeffrey L. Houston, CFA, Portfolio Manager

- Managed the Fund since 2010

- Joined American Century in 1990 as Municipal Securities Analyst

- Portfolio Manager at American Century since 1994

- Began investment career in 1986

- B.A., University of Delaware; M.A., Syracuse University

Brian Howell, Portfolio Manager

- Managed the Fund since 2010

- Joined American Century in 1987 as Research Analyst

- Portfolio Manager at American Century since 1996

- Began investment career in 1987

- B.A. and M.B.A; University of California - Berkeley

G. David MacEwen, Chief Investment Officer - Fixed Income and Portfolio Manager
(Macro Strategy Team Representative)

- Managed the Fund since 2010

- Joined American Century in 1991 as Portfolio Manager

- Began investment career in 1982

- B.A., Boston University; M.B.A., University of Delaware

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - American Century Growth Fund | 70

MORE INFORMATION ABOUT VP - AMERICAN CENTURY GROWTH FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

RiverSource Investments, LLC (RiverSource Investments or the investment manager) serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, American Century Investment Management, Inc. (American Century), which provides day-to-day portfolio management of the Fund.

In implementing its strategy, the Fund uses a bottom-up approach to stock selection. This means that investment decisions are based primarily on analysis of individual companies, rather than broad economic forecasts. Stock selection is based primarily on analysis of individual companies that seeks to identify and evaluate trends in earnings, revenues and other business fundamentals. American Century uses a variety of analytical research tools and techniques to identify the stocks of companies that meet its investment criteria.

Under normal market conditions, the Fund's portfolio will primarily consist of securities of larger-sized U.S. companies demonstrating business improvement. The Fund defines larger-sized companies as those with a market capitalization greater than $2.5 billion at the time of purchase. Analytical indicators helping to identify signs of business improvement could include accelerating earnings or revenue growth rates, increasing cash flows, or other indications of the relative strength of a company's business. These techniques help American Century determine whether to buy or hold the stocks of companies it believes have favorable growth prospects and whether to sell the stocks of companies whose characteristics no longer meet its criteria.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Issuer Risk

- Market Risk

- Derivatives Risk

PORTFOLIO MANAGEMENT

Subadviser: American Century, which began serving as Subadviser to the Fund in May 2010, is located at 4500 Main Street, Kansas City, Missouri 64111. American Century, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments. American Century uses a team of portfolio managers and analysts to manage the Fund. The team meets regularly to review portfolio holdings and discuss purchase and sale activity.

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

Gregory J. Woodhams, CFA, Chief Investment Officer, U.S. Growth Equity - Large Cap and Senior Portfolio Manager

- Managed the Fund since 2010

- Joined American Century in 1997 as Portfolio Manager

- Began investment career in 1981

- BA, Rice University; MA University of Wisconsin

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E. A. Prescott LeGard, CFA, Portfolio Manager

- Managed the Fund since 2010

- Joined American Century in 1999 as Portfolio Manager

- Began investment career in 1991

- BA, DePauw University

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

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MORE INFORMATION ABOUT VP - EATON VANCE FLOATING-RATE INCOME FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in income producing floating rate loans and other floating rate debt securities. These debt obligations will generally be rated non-investment grade by recognized rating agencies (similar to "junk bonds") or, if unrated, be considered by the investment manager to be of comparable quality. The Fund may also purchase investment grade fixed income debt securities and money market instruments. The Fund will provide shareholders with at least 60 days' written notice of any change in the 80% policy. Up to 25% of the Fund's net assets may be invested in foreign investments.

Floating rate loans are debt obligations of companies and other similar entities that have interest rates that adjust or "float" periodically (normally on a daily, monthly, quarterly or semiannual basis by reference to a base lending rate (such as LIBOR (London Interbank Offered Rate)) plus a premium). Floating rate loans are typically structured and administered by a financial institution that acts as the agent of the lenders participating in the floating rate loan. The Fund may acquire loans directly through the agent or from another holder of the loan by assignment. Currently, there is an active trading market for these loans. They are generally valued on a daily basis by independent pricing services.

In pursuit of the Fund's objective, Eaton Vance actively manages investments. The Fund may buy or sell investments on a daily basis (although loans are generally held until repaid). Eaton Vance monitors the credit quality of portfolio holdings, as well as other investments that are available. Eaton Vance considers the relative value of loans and other securities in the marketplace in making investment decisions and attempts to preserve capital and enhance return when consistent with the Fund's objectives. Although Eaton Vance considers security ratings when making investment decisions, it performs its own credit and investment analysis and does not rely primarily on the ratings assigned by the rating services.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Market Risk

- Credit Risk

- Liquidity Risk

- Active Management Risk

- Confidential Information Access Risk

- Counterparty Risk

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- Highly Leveraged Transactions Risk

- Impairment of Collateral Risk

- Interest Rate Risk

- Prepayment and Extension Risk

- Risks of Foreign Investing

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PORTFOLIO MANAGEMENT

Subadviser: Eaton Vance, which began serving as Subadviser to the Fund in May 2010, is located at Two International Place, Boston, MA 02110. Eaton Vance, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

Scott H. Page, CFA, Portfolio Manager

- Managed the Fund since 2010

- Joined Eaton Vance in 1989

- Portfolio Manager in Eaton Vance bank loan group since 1996

- Began investment career as an investment officer of the Dartmouth College endowment and an Assistant Vice President in the Leveraged Finance Department of Citicorp.

- B.A. Williams College; M.B.A. Amos Tuck School at Dartmouth College

Craig P. Russ, Portfolio Manager

- Managed the Fund since 2010

- Joined Eaton Vance in 1997

- Portfolio Manager in Eaton Vance bank loan group since 2001

- Began investment career in commercial lending with State Street Bank

- B.A. Middlebury College; also studied at the London School of Economics and Political Science

Andrew Sveen, CFA, Portfolio Manager

- Managed the Fund since 2010

- Joined Eaton Vance in 1991 as a senior financial analyst in the bank loan group

- Portfolio Manager in Eaton Vance bank loan group since 2008

- Began investment career as a corporate lending officer at State Street Bank

- B.S. from Dartmouth College; M.B.A. from William Simon School of Business Finance

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - International Fund | 75

MORE INFORMATION ABOUT VP - INTERNATIONAL FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

RiverSource Investments, LLC (RiverSource Investments or investment manager) serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Columbia Wanger Asset Management , L.P. (CWAM), which provides day-to-day portfolio management of the Fund.

CWAM believes that stocks of small- and mid-sized companies, which generally are not as well known by financial analysts as larger companies, may offer higher growth potential than stocks of larger companies.

CWAM typically seeks to purchase companies with:

- A strong business franchise that offers growth potential

- Products and services that give the company a competitive advantage

- A stock price that CWAM believes is reasonable relative to the assets and earning power of the company

CWAM may sell a security if it reaches CWAM's price target, if CWAM believes the company has a deterioration of fundamentals, such as failing to meet key operating benchmarks, or if CWAM believes other securities are more attractive. CWAM may also sell a security to fund redemptions.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Risks of Foreign Investing

- Issuer Risk

- Active Management Risk

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- Market Risk

- Small and Mid-Sized Company Risk

PORTFOLIO MANAGEMENT

Subadviser. CWAM, which began serving as Subadviser to the Fund in May 2010, is located at 227 West Monroe Street, Chicago, Illinois 60606. CWAM, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments. The portfolio managers responsible for the day-to-day portfolio management of the Fund are:

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

P. Zachary Egan, CFA

- Portfolio Manager and Director of International Research at CWAM

- Managed the Fund since May 2010

- Associated with CWAM or its predecessors as an investment professional since 1999

Louis J. Mendes, CFA

- Portfolio Manager and Director of International Research at CWAM

- Managed the Fund since May 2010

- Associated with CWAM or its predecessors as an investment professional since 2001

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - Invesco International Growth Fund | 77

MORE INFORMATION ABOUT VP - INVESCO INTERNATIONAL GROWTH FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Invesco employs a disciplined investment strategy that emphasizes fundamental research, supported by quantitative analysis, portfolio construction and risk management techniques. The investment strategy primarily focuses on identifying quality companies that have experienced, or exhibit the potential for, accelerating or above average earnings growth but whose market prices do not fully reflect these attributes. Invesco uses quantitative screens to seek to identify securities that are attractive based on their earnings, quality and valuation. Investments for the Fund are then selected using "bottom-up" fundamental research. The focus is on the strengths of individual companies, rather than sector or country trends.

Invesco may consider selling a security for several reasons, including when Invesco believes (1) its fundamentals deteriorate or it posts disappointing earnings, (2) its stock price appears to be overvalued, or (3) a more attractive opportunity is identified.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Risks of Foreign Investing

- Issuer Risk

- Liquidity Risk

- Market Risk

PORTFOLIO MANAGEMENT

Subadviser. Invesco, which began serving as Subadviser to the Fund in May 2010, is located at 1555 Peachtree Street, N.E., Atlanta, Georgia 30309. Invesco, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments. Clas Olsson leads a team of portfolio managers who are responsible for the day-to-day management of the Fund.

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

Clas Olsson, Senior Portfolio Manager, CIO of Invesco's International Growth

Investment Management Unit

- Managed the Fund since May 2010.

- Joined Invesco as an investment officer and international portfolio analyst in 1994 and promoted to his current position in 1997.

- Lead manager with respect to investments in Europe and Canada.

- Began investment career in 1994.

- BA in business administration, University of Texas.

More Information about VP - Invesco International Growth Fund | 78

Barrett Sides, Senior Portfolio Manager

- Managed the Fund since May 2010.

- Joined Invesco as a portfolio administrator and promoted to portfolio manager in 1997.

- Lead manager with respect to investments in Asia Pacific and Latin America.

- Began investment career in 1989.

- BS in economics, Bucknell University and MBA in international business, University of St. Thomas.

Shuxin Cao, CFA, Senior Portfolio Manager

- Managed the Fund since May 2010.

- Joined Invesco as an international equity analyst with a focus on Asia in 1997 and promoted to portfolio manager in 1999.

- Began investment career in 1993.

- BA in English, Tianjin Foreign Language Institute and MBA, Texas A&M University.

Matthew Dennis, CFA, Portfolio Manager

- Managed the Fund since May 2010.

- Joined Invesco as senior portfolio analyst in 2000 and promoted to portfolio manager in 2003.

- Began investment career in 1994.

- BA in economics from The University of Texas at Austin and MS in finance from Texas A&M University.

Jason Holzer, CFA, Senior Portfolio Manager

- Managed the Fund since May 2010.

- Joined Invesco as senior analyst in 1996 and promoted to portfolio manager in 1999.

- Began investment career in 1994.

- BA in quantitative economics and MS in engineering-economic systems from Stanford University.

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - J.P. Morgan Core Bond Fund | 79

MORE INFORMATION ABOUT VP - J.P. MORGAN CORE BOND FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with a high level of current income while conserving the value of the investment for the longest period of time. Because any investment involves risk, there is no assurance that this objective can be achieved. This investment objective may be changed by the Board of Trustees without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in bonds and other debt securities. Although the Fund is not an index fund, it invests primarily in securities like those included in the Barclays U.S. Aggregate Bond Index (the Index), which are investment grade and denominated in U.S. dollars. The Index includes securities issued by the U.S. government, corporate bonds, and mortgage- and asset-backed securities. The Fund does not expect to invest in securities rated below investment grade, although it may hold securities that, subsequent to the Fund's investment, have been downgraded to a below investment grade rating. The Fund will provide shareholders with at least 60 days' written notice of any change in the 80% policy.

JPMIM analyzes four major factors in managing and constructing the Fund's investment portfolio: duration, market sectors, maturity concentrations and individual securities. JPMIM looks for market sectors and individual securities that it believes will perform well over time. JPMIM selects individual securities after performing a risk/reward analysis that includes an evaluation of interest rate risk, credit risk and the complex legal and technical structure of the transaction. JPMIM incorporates a bottom-up, value-oriented approach to fixed income investment management, including:

- identifying securities that are priced inefficiently;

- making sector allocation decisions based on a broad sector outlook, utilizing expected return and valuation analysis;

- managing the yield curve, with an emphasis on evaluating relative risk/reward relationships along the yield curve; and

- managing portfolio duration, primarily as a risk control measure.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Credit Risk

- Interest Rate Risk

- Issuer Risk

- Liquidity Risk

- Market Risk

- Prepayment and Extension Risk

More Information about VP - J.P. Morgan Core Bond Fund | 80

PORTFOLIO MANAGEMENT

Subadviser: JPMIM, which began serving as Subadviser to the Fund in May 2010, is located at 245 Park Avenue, New York, New York 10167. JPMIM, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments. The team of portfolio managers responsible for the day-to-day portfolio management of the Fund managed by JPMIM consists of:

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

Douglas S. Swanson, Portfolio Manager

- Managed the Fund since 2010

- Joined JPMIM and/or its predecessor in 1983 as Portfolio Manager

- Began investment career in 1983

- B.S., Massachusetts Institute of Technology; M.S., Sloan School at the Massachusetts Institute of Technology

Christopher Nauseda, Portfolio Manager

- Managed the Fund since 2010

- Joined JPMIM and/or its predecessor in 1998 as Portfolio Manager

- Began investment career in 1982

- B.S. and M.B.A, Wayne State University

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - Jennison Mid Cap Growth Fund | 81

MORE INFORMATION ABOUT VP - JENNISON MID CAP GROWTH FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund will invest at least 80% of its net assets (including the amount of any borrowings for investment purposes) in the equity securities of mid-capitalization companies. Mid-capitalization companies are defined as those companies with a market capitalization that falls within the range of the companies that comprise the Russell Midcap(R) Growth Index (the Index). The market capitalization range of the companies included in the Index was $219 million to $17.95 billion as of March 31, 2010. The market capitalization range and composition of the Index is subject to change. The Fund will provide shareholders with at least 60 days' written notice of any change in the 80% policy. Up to 25% of the Fund's net assets may be invested in foreign investments.

Jennison seeks to identify companies with above-average earnings-per-share growth that generally have the following characteristics:

- Sustainable earnings growth over the investment horizon

- Strong business fundamentals

- Stable and enduring franchise value

Jennison uses a "bottom-up," research intensive approach to build a diversified portfolio of companies with attractive valuations and projected strong earnings growth on an intermediate-term basis. Jennison believes the market often under-appreciates the performance of these steady-growth companies and seeks to capture inflection points in a company's growth rates or business model, looking for companies transitioning from early-stage growth to a more mature, seasoned level of performance.

Jennison typically sells a security when one or more of the following occurs:

- The security exceeds Jennison's target price

- A fundamental change in earnings growth or company dynamics alters Jennison's view of appreciation potential

- Risk characteristics increase due to changes in company fundamentals or industry trends

- A more attractive holding candidate is uncovered

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Issuer Risk

- Active Management Risk

- Market Risk

- Mid-Sized Company Risk

- Risk of Foreign Investing

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PORTFOLIO MANAGEMENT

Subadviser: Jennison, which began serving as Subadviser to the Fund in May 2010, is located at 466 Lexington Avenue, New York, NY 10017. Jennison, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Manager. The portfolio manager responsible for the day-to-day management of the Fund is:

John Mullman, CFA, Portfolio Manager

- Portfolio Manager and Managing Director at Jennison

- Managed the Fund since May 2010

- Joined Jennison in August 2000 as a portfolio manager

- Began investment career in 1987

- BA, College of the Holy Cross; MBA, Yale University

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - MFS Value Fund | 83

MORE INFORMATION ABOUT VP - MFS VALUE FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Equity securities in which MFS may invest include common stocks, preferred stocks, securities convertible into common stocks and depositary receipts for those securities. While MFS may invest the Fund's assets in companies of any size, MFS generally focuses on large-capitalization companies. Large-capitalization companies are defined as those companies with market capitalizations of at least $5 billion at the time of purchase.

MFS uses a "bottom-up" investment approach in buying and selling investments for the Fund. Investments are selected primarily based on fundamental analysis of issuers and their potential in light of their current financial condition and industry position, and market, economic, political and regulatory conditions. Factors considered may include analysis of earnings, cash flows, competitive position, and management ability. Quantitative models that systematically evaluate these and other factors may also be considered.

PRINCIPAL RISKS OF INVESTING IN THE FUND

- Issuer Risk

- Active Management Risk

- Market Risk

- Value Securities Risk

- Risks of Foreign Investing

PORTFOLIO MANAGEMENT

Subadviser: MFS, which began serving as Subadviser to the Fund in May 2010, is located at 500 Boylston Street, Boston, MA 02116. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc., a diversified financial services company. Net assets under the management of the MFS organization were approximately $183 billion as of December 31, 2009. MFS, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

Nevin P. Chitkara, Portfolio Manager

- Investment Officer of MFS

- Managed the Fund since May 2010

- Employed in the investment area of MFS since 1997

- BS, Boston University; MBA, Massachusetts Institute of Technology

More Information about VP - MFS Value Fund | 84

Steven R. Gorham, Portfolio Manager

- Investment Officer of MFS

- Managed the Fund since May 2010

- Employed in the investment area of MFS since 1992

- BS, University of New Hampshire; MBA, Boston College

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - Marsico Growth Fund | 85

MORE INFORMATION ABOUT VP - MARSICO GROWTH FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Marsico Capital selects investments in companies with long-term growth potential using an approach that combines "top-down" macro-economic analysis with "bottom-up" stock selection.

Marsico Capital's "top-down" analysis seeks to identify sectors, industries, and companies by narrowing the investable universe, taking into consideration macro-economic factors such as, without limitation, interest rates, currency movements, inflation, demographics, regulatory environment, and global competitive landscape. In addition, Marsico Capital may examine other factors such as, without limitation, the most attractive global investment opportunities, industry consolidation, and the sustainability of observed financial trends.

Marsico Capital's "bottom-up" stock selection seeks to identify individual companies or securities with earnings growth potential that may not be recognized by the market at large. In determining whether a particular company or security may be a suitable investment, Marsico Capital may focus on one or more attributes such as, without limitation, the company's specific market expertise or dominance; its franchise durability and pricing power; the strength of its fundamentals (e.g., a strong balance sheet, improving returns on equity, the ability to generate free cash flow, apparent use of conservative accounting standards, and transparent financial disclosure); strong and ethical management; commitment to shareholder interests; reasonableness of valuations in the context of projected growth rates; current income; and other indications that a company or security may be an attractive investment prospect.

As part of its fundamental, "bottom-up" research, Marsico Capital may visit with various levels of a company's management, as well as with its customers and (as relevant) its suppliers, distributors, and competitors. Marsico Capital also may prepare detailed earnings and cash flow models of companies. These models may assist Marsico Capital in projecting potential earnings growth, current income and other important company financial characteristics under different scenarios. Each model is typically customized to follow a particular company and is generally intended to replicate and describe a company's past, present and potential future performance. The models may include quantitative information and detailed narratives that reflect updated interpretations of corporate data and company and industry developments.

Marsico Capital may reduce or sell the Fund's investments in portfolio securities if, in its opinion, a security's fundamentals change substantially, its price appreciation leads to substantial overvaluation in relation to Marsico Capital's estimates of future earnings and cash flow growth, the company appears unlikely to realize its growth potential, more attractive investment opportunities appear elsewhere, or for other reasons.

The core investments of the Fund generally may include established companies and securities that offer long-term growth potential. However, the Fund's portfolio also may typically include securities of less mature companies, companies or securities with more aggressive growth characteristics, and securities of companies undergoing significant changes such as introduction of a new product line, appointment of a new management team, or an acquisition.

More Information about VP - Marsico Growth Fund | 86

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Issuer Risk

- Market Risk

- Risk of Foreign Investing

PORTFOLIO MANAGEMENT

Subadviser: Marsico Capital, which began serving as Subadviser to the Fund in May 2010, is located at 1200 17th Street, Suite 1600, Denver, CO 80202. Marsico Capital, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Managers: The portfolio managers responsible for the day-to-day portfolio management of the Fund are:

Thomas F. Marsico, CFA, Portfolio Manager

- Managed the Fund since 2010

- Chief Investment Officer of Marsico Capital

- Founded Marsico Capital in 1997

- Began investment career in 1986

- BA, University of Colorado; MBA, University of Denver

A. Douglas Rao, Senior Analyst and Portfolio Manager

- Co-managed the Fund since 2010

- Joined Marsico Capital in 2005

- Prior to joining Marsico Capital, was Senior Vice President and Financial Services Analyst for U.S. equities at Trust Company of the West.

- Began investment career in 2000

- BA, University of Virginia; MBA, University of California, Los Angeles

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - Mondrian International Small Cap Fund | 87

MORE INFORMATION ABOUT VP - MONDRIAN INTERNATIONAL SMALL CAP FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

The Fund invests primarily in equity securities of non-U.S. small cap companies. Under normal market conditions, the Fund will invest at least 80% of its net assets (including the amount of any borrowings for investment purposes) in the stocks of non-U.S. small cap companies. Small cap companies are defined as those companies whose market capitalization falls within the range of companies in the Morgan Stanley Capital International World Ex-U.S. Small Cap Index (the Index). The Index is composed of stocks which are categorized as small capitalization stocks and is designed to measure equity performance in 22 global developed markets, excluding the U.S. The market capitalization range of the companies included in the Index was $37.54 million to $4.95 billion as of March 31, 2010. The market capitalization range and composition of the Index is subject to change. The Fund may also invest in emerging markets. The Fund will provide shareholders with at least 60 days' written notice of any change in the 80% policy.

Mondrian is an active, value-oriented, defensive manager that emphasizes small-cap opportunities for the Fund. Mondrian considers small cap opportunities to be companies whose market capitalization falls within the range of companies in the Index. Mondrian then uses a quantitative screen as well as other security ideas to derive a smaller number of companies on which it will make use of a three-stage process to determine (i) whether an existing security will remain or will be removed from the Fund and (ii) whether a new security will enter into the Fund. Mondrian's three-stage research process includes:

- An overview of financial statements and industry prospects;

- Meetings (on-site) with company management to have a clearer understanding of business operations and growth prospects; and

- Using a combination of bottom-up/top-down inputs to model the future income stream, balance sheet and cash flow projections of the company to ascertain the long-term dividend paying capability of the company, which are then used as inputs into the inflation adjusted dividend discount methodology to derive the underlying value of a company.

In addition, Mondrian may sell a security if in its view:

- Price appreciation has led to a significant overvaluation against a predetermined value level as defined by the dividend discount model;

- Change in the fundamentals adversely affects ongoing appraisal of value;

- More attractive alternatives are discovered; and

- Market capitalization significantly exceeds Mondrian's targeted ceiling.

Mondrian may use foreign currency forward contracts, with terms of up to three months on a rolling basis, in an effort to defensively hedge the currency of existing positions. Mondrian also may purchase foreign currency for immediate settlement in order to purchase foreign securities.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Derivatives Risk

- Risks of Foreign Investing

- Issuer Risk

- Active Management Risk

- Market Risk

- Small and Mid-Sized Company Risk

More Information about VP - Mondrian International Small Cap Fund | 88

PORTFOLIO MANAGEMENT

Subadviser: Mondrian, which began serving as Subadviser to the Fund in May 2010, is located at 10 Gresham Street, 5th Floor, London, United Kingdom EC2V7JD. Mondrian, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Manager. The portfolio manager responsible for the day-to-day management of the Fund is:

Dr. Ormala Krishnan, Senior Portfolio Manager

Dr. Krishnan heads Mondrian's international small cap strategy. Dr. Krishnan has managed the Fund since May 2010. Dr. Krishnan started her investment career in 1993 with Singapore based Koeneman Capital Management. Prior to joining Mondrian in 2000 as a portfolio manager, Dr. Krishnan was an investment consultant with William M. Mercer. Upon completion of her BSc in pure and applied mathematics from the National University of Singapore, Dr. Krishnan achieved her MSc in actuarial science from City University, London. In 2006, Dr. Krishnan completed her doctoral program in investment and finance from Sir John Cass Business School, City of London. Her doctoral thesis was on "Value versus Growth in the Asian Equity Markets".

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - Morgan Stanley Global Real Estate Fund | 89

MORE INFORMATION ABOUT VP - MORGAN STANLEY GLOBAL REAL ESTATE FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with current income and capital appreciation. Because any investment involves risk, there is no assurance that this objective can be achieved. This investment objective may be changed by the Board of Trustees without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

A company is considered to be in the real estate industry if it (i) derives at least 50% of its revenues or profits from the ownership, construction, management, financing or sale of residential, commercial or industrial real estate or (ii) has at least 50% of the fair market value of its assets invested in residential, commercial or industrial real estate. Companies in the real estate industry include, among others, real estate operating companies (REOCs), real estate investment trusts (REITs), and similar entities formed under the laws of non-U.S. countries.

RiverSource Investments, LLC (RiverSource Investments or the investment manager) serves as the investment manager to the Fund and is responsible for the oversight of the Fund's Subadviser, Morgan Stanley Investment Management Inc. (MSIM), which provides day-to-day portfolio management of the Fund. MSIM is also responsible for the supervision of Morgan Stanley Investment Management Limited (MSIM Limited) and Morgan Stanley Investment Management Company (MSIM Company), each of which assists MSIM with the day-to-day portfolio management of the Fund. MSIM, MSIM Limited and MSIM Company are collectively referred to as the Subadvisers.

The Subadvisers actively manage the Fund using a combination of top-down and bottom-up methodologies. The global top-down asset allocation is determined by focusing on key regional criteria, which include demographic and macroeconomic considerations (for example, population, employment, household information and income). The Subadvisers employ a value-driven approach to bottom-up security selection, which emphasizes underlying asset values, values per square foot and property yields. In seeking an optimal matrix of regional and property market exposure, the Subadvisers consider broad demographic and macroeconomic factors as well as criteria such as space demand, new construction and rental patterns.

The Subadvisers generally consider selling a portfolio holding when they determine that the holding is less attractive based on a number of factors, including changes in the holding's share price, underlying asset value, earnings prospects relative to its peers and/or business prospects.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Non-Diversification Risk

- Market Risk

- Real Estate Industry Risk

More Information about VP - Morgan Stanley Global Real Estate Fund | 90

- Risks of Foreign Investing

- Foreign Currency Risk

PORTFOLIO MANAGEMENT

Subadvisers: MSIM, which began serving as the Fund's Subadviser in May 2010, is located at 522 Fifth Avenue, New York, New York 10036. MSIM, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments. MSIM is also responsible for the supervision of MSIM Limited, located at 25 Cabot Square, Canary Wharf, London E14 4QA, England, and MSIM Company, located at 23 Church Street, 16-01 Capital Square, Singapore 04948, each of which assist with the Fund's day-to-day portfolio management, under separate Delegation Agreements with MSIM.

The Fund's assets are managed within the Real Estate team, which is comprised of portfolio managers and analysts of MSIM, MSIM Limited and MSIM Company.

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

Theodore R. Bigman, Portfolio Manager

- Managed the Fund since May 2010

- Managing Director of MSIM

- Associated with MSIM in an investment management capacity since 1995

Michiel te Paske, Portfolio Manager

- Managed the Fund since May 2010

- Managing Director of MSIM

- Associated with MSIM in an investment management capacity since 1997

Sven van Kemenade, Portfolio Manager

- Managed the Fund since May 2010

- Managing Director of MSIM

- Associated with MSIM in an investment management capacity since 1997

Angeline Ho, Portfolio Manager

- Managed the Fund since May 2010

- Managing Director of MSIM

- Associated with MSIM in an investment management capacity since 1997

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - NFJ Dividend Value Fund | 91

MORE INFORMATION ABOUT VP - NFJ DIVIDEND VALUE FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term growth of capital and income. Because any investment involves risk, there is no assurance that this objective can be achieved. This investment objective may be changed by the Board of Trustees without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

NFJ uses a "value" investing style focusing on companies, including real estate investment trusts (REITs), whose securities it believes have low valuations. NFJ uses quantitative factors to screen the Fund's initial selection universe. To further narrow the universe, NFJ analyzes factors such as price momentum (i.e., changes in security price relative to changes in overall market prices), earnings estimate revisions (i.e., changes in analysts' earnings-per-share estimates) and changes in companies' fundamentals. NFJ also identifies what it believes to be undervalued securities in each industry to determine potential holdings for the Fund representing a broad range of industry groups. In addition, a portion of the securities selected for the Fund are identified primarily on the basis of their dividend yields. After narrowing the universe through a combination of qualitative analysis and fundamental research, NFJ selects securities for the Fund.

NFJ considers selling a security when it believes any of the factors leading to the security's purchase materially changes or when a more attractive candidate is identified, including when an alternative security with strong fundamentals demonstrates a lower price-to-earnings ratio, a higher dividend yield or favorable qualitative metrics.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Risks of Foreign Investing

- Issuer Risk

- Active Management Risk

- Market Risk

- Varying Distribution Levels Risk

PORTFOLIO MANAGEMENT

Subadviser: NFJ, which began serving as Subadviser to the Fund in May 2010, is located at 2100 Ross Avenue, Suite 700, Dallas TX 75201. NFJ, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

Benno J. Fischer, CFA, Managing Director

- Managing Director and founding partner of NFJ

- Managed the Fund since May 2010

- Founded NFJ in 1989

- Has over 44 years of investment experience

More Information about VP - NFJ Dividend Value Fund | 92

Paul Magnuson, Managing Director

- Portfolio Manager and Managing Director of NFJ

- Managed the Fund since May 2010

- Joined NFJ in 1992

- Has over 24 years of investment experience

R. Burns McKinney, CFA, Portfolio Manager

- Portfolio Manager and Senior Vice President of NFJ

- Managed the Fund since May 2010

- Joined NFJ in 2006

- Prior to joining NFJ, was an equity analyst at Evergreen Investments since 2001

- Has over 13 years of investment experience

Thomas W. Oliver, CFA, CPA, Portfolio Manager

- Portfolio Manager and Senior Vice President of NFJ

- Managed the Fund since May 2010

- Joined NFJ in 2005

- Prior to joining NFJ, was a manager of corporate reporting at Perot Systems since 1998

- Has over 14 years of investment experience

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - Partners Small Cap Growth Fund | 93

MORE INFORMATION ABOUT VP - PARTNERS SMALL CAP GROWTH FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, at least 80% of the Fund's net assets (including the amount of any borrowings for investment purposes) are invested in the equity securities of small-capitalization companies. Small-capitalization companies are defined as those companies with a market capitalization of up to $2.5 billion, or that fall within the range of the Russell 2000(R) Growth Index (the Index). The market capitalization range of the companies included in the Index was $15.71 million to $5.6 billion as of March 31, 2010. The market capitalization range and composition of the Index is subject to change. The Fund will provide shareholders with at least 60 days' written notice of any change in the 80% policy. Up to 25% of the Fund's net assets may be invested in foreign investments.

RiverSource Investments, LLC (RiverSource Investments or the investment manager) serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadvisers, TCW Investment Management Company (TCW), Wells Capital Management Incorporated (Wells) and London Company of Virginia, doing business as The London Company (TLC) (each, a Subadviser), which provide day-to-day portfolio management of the Fund. RiverSource Investments, subject to the oversight of the Fund's Board of Trustees, decides the proportion of the Fund's assets to be managed by each Subadviser and may change these proportions at any time. Each Subadviser acts independently and uses its own methodology for selecting investments. Each Subadviser employs an active investment strategy.

TCW

TCW pursues a small cap growth investment philosophy. That philosophy consists of fundamental company-by-company analysis to screen potential investments and to monitor securities in the Fund's portfolio.

TCW seeks small capitalization companies that it believes will have free cash flow growth, over a three to five year investment horizon, greater than what is projected by current Wall Street estimates and whose securities are attractively valued relative to TCW's projections. TCW's process emphasizes fundamental research, thorough due diligence with target company management and the development of proprietary financial models.

TCW utilizes fundamental analysis which generally looks for companies, which in its view, have one or more of the following factors:

- Competitive position in a large or growing market, offering the potential for open-ended growth

- A differentiated product or service

- A profitable business model at maturity

- An ability to fund revenue and earnings growth through internally generated free cash flow and/or balance sheet cash

- A strong management team

Typically, TCW sells an individual security when in its view the company fails to meet expectations, there is a deterioration of underlying fundamentals, TCW determines to take advantage of a better investment opportunity or the individual security has reached its sell target. TCW will also sell if an individual security weighting or sector weighting is too large.

WELLS

Wells seeks small-capitalization companies that are in an emerging phase of their growth cycle. Wells generally believes these companies have prospects for robust and sustainable growth in earnings and revenue and that they may benefit from positive revisions to expectations for earnings and revenue growth, which may lead to stock outperformance. To find growth and anticipate positive revisions, Wells performs fundamental research, emphasizing companies whose management teams have histories of successfully executing their strategies and whose business models appear to have sustainable profit potential. Wells combines this fundamental analysis with its assessment of the timeliness for the stocks of these companies to form an investment decision. Wells may sell a company's stock when it sees a deterioration in fundamentals that causes it to become suspicious of a company's prospective growth profile. Depending on the circumstances, Wells may also sell or trim a portfolio position when it sees timeliness turn negative on a stock held in the portfolio.

More Information about VP - Partners Small Cap Growth Fund | 94

TLC

TLC seeks to purchase generally profitable, financially stable small-capitalization companies that it believes are consistently generating high returns on unleveraged operating capital, run by shareholder-oriented management, and trading at a discount to their respective private market values. Guiding principles of TLC's small-cap philosophy include, among other things:
(1) a focus on cash return on tangible capital, instead of earnings per share,
(2) a determination of company value based on an evaluation of cash inflows and outflows discounted by the optimal cost of capital, (3) a focused investment approach (not diversifying excessively), and (4) an overall approach based on low turnover.

TLC utilizes a bottom-up approach in the security selection process. It screens a small-capitalization index against an internally developed quantitative model, scoring companies along several dimensions including return on capital, earnings to enterprise value ratio, free cash flow yield and return on equity. TLC seeks companies that are trading at a 40% or greater discount to their perceived intrinsic value. TLC looks at a company's corporate governance structure and management incentives to try to ascertain whether or not management's interests are aligned with shareholders' interests. TLC seeks to identify the sources of a company's competitive advantage as well as what levers management has at its disposal to increase shareholder value. Securities are ultimately added to the Fund when TLC determines that the risk/reward profile of the security has made it attractive to warrant purchase, typically when the security is trading at a low-to-reasonable valuation.

TLC generally sells a security to adjust overall portfolio risk or when it believes: the security has become overvalued and has reached TLC's price target, the security's fundamentals have deteriorated, there is significant trading activity by insiders or there is a more promising alternative.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Issuer Risk

- Active Management Risk

- Market Risk

- Small Company Risk

- Sector Risk

- Risk of Foreign Investing

PORTFOLIO MANAGEMENT

Subadvisers:

TCW, which began serving as a Subadviser to the Fund in May 2010, is located at 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017. TCW, subject to the supervision of RiverSource Investments, provides day-to-day management of a portion of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

TLC, which began serving as a Subadviser to the Fund in May 2010, is located at 1801 Bayberry Court, Suite 301, Richmond, Virginia 23226. TLC, subject to the supervision of RiverSource Investments, provides day-to-day management of a portion of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Wells, which began serving as a Subadviser to the Fund in May 2010, is located at 525 Market Street, San Francisco, California 94105. Wells, subject to the supervision of RiverSource Investments, provides day-to-day management of a portion of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Managers. The portfolio managers responsible for the day-to-day portfolio management of the portion of the Fund managed by TCW are:

Husam H. Nazer, Portfolio Manager

- Managing Director and Senior Portfolio Manager at TCW

- Managed the Fund since May 2010

- Joined TCW and began investment career in 1995

- BS, Boston University; MBA, University of Southern California

More Information about VP - Partners Small Cap Growth Fund | 95

Brendt Stallings, CFA, Portfolio Manager

- Managing Director and Senior Portfolio Manager at TCW

- Managed the Fund since May 2010

- Joined TCW in 1998

- Began investment career in 1990

- BA, Stanford University; MBA, Amos Tuck School at Dartmouth College

Portfolio Managers. The portfolio managers responsible for the day-to-day portfolio management of the portion of the Fund managed by TLC are:

Stephen Goddard, CFA, Portfolio Manager

- President, Chief Investment Officer and Portfolio Manager at TLC

- Managed the Fund since May 2010

- Founded TLC in 1994

- Began investment career in 1989

- BA, Virginia Military Institute; MBA, University of Richmond

Jonathan Moody, CFA, Portfolio Manager

- Director of Research and Portfolio Manager at TLC

- Managed the Fund since May 2010

- Joined TLC in 2002

- Began investment career in 1992

- BS, Virginia Military Institute

J. Wade Stinnette, Portfolio Manager

- Portfolio Manager at TLC

- Managed the Fund since May 2010

- Joined TLC in 2008

- Prior to joining TLC, was a founding partner of Tanglewood Asset Management since 2002

- Began investment career in 1987

- BS, Virginia Military Institute

Portfolio Managers. The portfolio managers responsible for the day-to-day portfolio management of the portion of the Fund managed by Wells are:

Joseph M. Eberhardy, CFA, CPA, Portfolio Manager

- Portfolio Manager at Wells

- Managed the Fund since May 2010

- Joined Wells in 2005 as part of Wells' acquisition of Strong Capital Management, which he joined in 1994

- Began investment career in 1994

- BA, University of Wisconsin-Milwaukee

Thomas C. Ognar, CFA, Portfolio Manager

- Portfolio Manager at Wells

- Managed the Fund since May 2010

- Joined Wells in 2005 as part of Wells' acquisition of Strong Capital Management, which he joined in 1998

- Began investment career in 1993

- BS, Miami University; MS, University of Wisconsin, Madison

Bruce C. Olson, CFA, Portfolio Manager

- Portfolio Manager at Wells

- Managed the Fund since May 2010

- Joined Wells in 2005 as part of Wells' acquisition of Strong Capital Management, which he joined in 1994

- Began investment career in 1982

- BA, Gustavus Adolphus College

More Information about VP - Partners Small Cap Growth Fund | 96

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - PIMCO Mortgage-Backed Securities Fund | 97

MORE INFORMATION ABOUT VP - PIMCO MORTGAGE-BACKED SECURITIES FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with total return through current income and capital appreciation. Because any investment involves risk, there is no assurance that this objective can be achieved. This investment objective may be changed by the Board of Trustees without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

In pursuit of the Fund's objective, PIMCO chooses investments by utilizing:

- Duration management;

- Yield curve or maturity structuring;

- Sub-sector rotation; and

- Bottom-up techniques including in-house credit and quantitative research.

In evaluating whether to sell a security, PIMCO considers, among other factors, whether:

- The interest rate or economic outlook changes.

- The security is overvalued relative to alternative investments.

- The issuer or the security continues to meet the other standards described above.

The Fund invests primarily in securities that are in the highest rating category, but may invest up to 10% of its total assets in investment grade securities rated below Aaa by Moody's, or equivalently rated by S&P or Fitch, or, if unrated, determined by PIMCO to be of comparable quality, subject to a minimum rating of Baa by Moody's, or equivalently rated by S&P or Fitch, or, if unrated, determined by PIMCO to be of comparable quality. The average portfolio duration of the Fund normally varies from one to seven years based on PIMCO's forecast for interest rates.

PIMCO may use derivatives such as futures, options, forward contracts and swaps, including credit default swaps, in an effort to produce incremental earnings, to hedge existing positions, to increase market exposure and investment flexibility, or to obtain or reduce credit exposure.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Credit Risk

- Derivatives Risk

- Interest Rate Risk

- Issuer Risk

- Leverage Risk

- Liquidity Risk

- Market Risk

- Mortgage-Related and Other Asset-Backed Risk

- Prepayment and Extension Risk

More Information about VP - PIMCO Mortgage-Backed Securities Fund | 98

PORTFOLIO MANAGEMENT

Subadviser: PIMCO, which began serving as Subadviser to the Fund in May 2010, is located at 840 Newport Center Drive, Newport Beach, CA 92660, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Manager. The portfolio manager responsible for the day-to-day management of the Fund is:

Scott Simon, Portfolio Manager

- Managing Director at PIMCO

- Managed the Fund since May 2010.

- Joined PIMCO as Portfolio Manager in 2000

- Prior to joining PIMCO, served as a Senior Managing Director and co-head of mortgage-backed securities pass-through trading at Bear Stearms& Co.

- Began investment career in 1983

- B.S. and M.S. in Industrial Engineering, Stanford University

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - Pyramis International Equity Fund | 99

MORE INFORMATION ABOUT VP - PYRAMIS INTERNATIONAL EQUITY FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with long-term growth of capital. Because any investment involves risk, there is no assurance that this objective can be achieved. This investment objective may be changed by the Board of Trustees without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, at least 80% of the Fund's assets will be primarily invested in equity securities of foreign issuers located or traded in countries other than the U.S. that are believed to offer strong growth potential. The Fund will normally invest its assets in common stocks of companies whose market capitalizations fall within the range of the companies that comprise the Morgan Stanley Capital International EAFE Index (Index). The market capitalization range of the companies included within the Index was $1.27 billion to $187.3 billion as of March 31, 2010. Over time, the capitalizations of the companies in the Index will change. As they do, the size of the companies in which the Fund invests may change. As long as an investment continues to meet the Fund's other investment criteria, the Fund may choose to continue to hold a stock even if the company's market capitalization grows beyond the largest market capitalization of a company within the Index or falls below the market capitalization of the smallest company within the Index. The Fund will provide shareholders with at least 60 days written notice of any change in the 80% policy.

RiverSource Investments, LLC (RiverSource Investments or the investment manager) serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Pyramis Global Advisors, LLC (Pyramis), an indirectly held, wholly-owned subsidiary of FMR LLC, which provides day-to-day portfolio management of the Fund.

When buying and selling a security, Pyramis relies on fundamental analysis, which involves a bottom-up assessment of a company's potential for success in light of factors including, but not limited to, its financial condition, earnings outlook, strategy, management, industry position, and economic and market conditions. These securities may then be analyzed using statistical models to further evaluate the securities' growth potential, valuation, liquidity, and investment risks.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Derivatives Risk

- Risks of Foreign Investing

- Issuer Risk

- Liquidity Risk

- Market Risk

PORTFOLIO MANAGEMENT

Subadviser: Pyramis Global Advisors, LLC, an indirectly held, wholly-owned subsidiary of FMR LLC, which began serving as Subadviser to the Fund in May 2010, is located at 900 Salem Street, Smithfield, Rhode Island 02917. Pyramis, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Manager. The portfolio manager responsible for the day-to-day management of the Fund is:

Cesar Hernandez, CFA, Portfolio Manager

- Managed the Fund since May 2010.

More Information about VP - Pyramis International Equity Fund | 100

- Joined FMR LLC in 1989. Mr. Hernandez developed the select international strategy at FMR LLC and has been responsible for managing select international and select global portfolios on behalf of institutional investors around the world since the discipline's inception in 1989.

- Began investment career in 1986.

- BS, Universidad Simon Bolivar; MBA, Babson College.

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - U.S. Equity Fund | 101

MORE INFORMATION ABOUT VP - U.S. EQUITY FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal circumstances, at least 80% of the Fund's net assets (including the amount of any borrowings for investment purposes) are invested in equity securities of U.S. companies. The Fund will provide shareholders with at least 60 days' written notice of any change in the 80% policy.

RiverSource Investments, LLC (RiverSource Investments or investment manager) serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Columbia Wanger Asset Management, L.P. (CWAM), which provides day-to-day portfolio management of the Fund.

CWAM typically seeks to purchase companies with:

- A strong business franchise that offers growth potential

- Products and services that give the company a competitive advantage

- A stock price that CWAM believes is reasonable relative to the assets and earning power of the company

CWAM may sell a security if the security reaches CWAM's price target, if CWAM believes the company has a deterioration of fundamentals, such as failing to meet key operating benchmarks, or if CWAM believes other securities are more attractive. CWAM may also sell a security to fund redemptions.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

More Information about VP - U.S. Equity Fund | 102

- Issuer Risk

- Active Management Risk

- Market Risk

- Small and Mid-Sized Company Risk

More Information about VP - U.S. Equity Fund | 103

PORTFOLIO MANAGEMENT

Subadviser: CWAM, which began serving as Subadviser to the Fund in May 2010, is located at 227 West Monroe Street, Chicago, Illinois 60606. CWAM, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments. The portfolio manager responsible for the day-to-day portfolio management of the Fund is:

Portfolio Manager. The portfolio manager responsible for the day-to-day management of the Fund is:

Robert A. Mohn, CFA

- Portfolio Manager and Director of Domestic Research at CWAM

- Managed the Fund since May 2010

- Associated with CWAM or its predecessors as an investment professional since 1992

- Began investment career in 1983

- BS, Stanford University; MBA, University of Chicago

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - UBS Large Cap Growth Fund | 104

MORE INFORMATION ABOUT VP - UBS LARGE CAP GROWTH FUND

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in equity securities of large capitalization U.S. companies. The Fund defines large capitalization companies as those with a market capitalization greater than $3 billion at the time of purchase. The Fund will provide shareholders with at least 60 days' written notice of any change in the 80% policy. Up to 25% of the Fund's net assets may be invested in foreign investments.

In selecting securities, UBS Global AM seeks to invest in companies that possess dominant market positions or franchises, a major technological edge, or a unique competitive advantage. To this end, UBS Global AM considers earnings revision trends, expected earnings growth rates, sales acceleration, price earnings multiples and positive stock price momentum, when selecting securities. UBS Global AM expects that these companies can sustain an above average return on invested capital at a higher level and over a longer period of time than is reflected in the current market prices.

UBS Global AM will consider selling a security when it determines that there is deterioration in a company's fundamental business prospects or its competitive position, or when the stock price fully reflects UBS Global AM's expectations.

UBS Global AM may, but is not required to, use derivatives such as options, futures and forward currency contracts to earn income and enhance returns, to manage or adjust the risk profile of the Fund, to replace more traditional direct investments, or to obtain exposure to certain markets.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Issuer Risk

- Market Risk

- Risk of Foreign Investing

- Derivatives Risk

More Information about VP - UBS Large Cap Growth Fund | 105

MANAGEMENT

Investment Manager: RiverSource Investments, LLC

Subadviser: UBS Global AM, which began serving as Subadviser to the Fund in May 2010, is located at One North Wacker Drive, Chicago, IL 60606. UBS Global AM, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Manager. The portfolio manager responsible for the day-to-day portfolio management of the Fund is:

Lawrence G. Kemp, CFA, Portfolio Manager

- Managed the Fund since 2010

- Head of U.S. Large Cap Growth Equities

- Joined UBS Global AM in 1992

- Began investment career in 1986

- BA, Stanford University, MBA University of Chicago

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

More Information about VP - Wells Fargo Short Duration Government Fund | 106

MORE INFORMATION ABOUT VP - WELLS FARGO SHORT DURATION GOVERNMENT FUND

INVESTMENT OBJECTIVE

The Fund seeks to provide shareholders with current income consistent with capital preservation. Because any investment involves risk, there is no assurance that this objective can be achieved. This investment objective may be changed by the Board of Trustees without shareholder approval.

PRINCIPAL INVESTMENT STRATEGIES OF THE FUND

Under normal market conditions, the Fund invests at least 80% of its net assets (including the amount of any borrowings for investment purposes) in U.S. Government obligations, including debt securities issued or guaranteed by the U.S. Treasury, U.S. Government agencies or government-sponsored entities. The Fund will provide shareholders with at least 60 days' written notice of any change in the 80% policy. The Fund may invest up to 20% of its net assets within non-government mortgage and asset-backed securities.

RiverSource Investments, LLC (RiverSource Investments or the investment manager) serves as the investment manager to the Fund and is responsible for the oversight of the Fund's subadviser, Wells Capital Management Incorporated (Wells or the Subadviser), which provides day-to-day portfolio management of the Fund.

In pursuit of the Fund's objective, Wells will purchase only securities that are rated, at the time of purchase, within the two highest rating categories assigned by a Nationally Recognized Statistical Ratings Organization, or are deemed by Wells to be of comparable quality. As part of Wells' investment strategy, the Subadviser may invest in stripped securities (securities that have been transformed from a principal amount with periodic interest coupons into a series of zero-coupon bonds, with the range of maturities matching the coupon payment dates and the redemption date of the principal amount) or enter into mortgage dollar rolls and reverse repurchase agreements. In addition, Wells may invest in mortgage-backed securities guaranteed by U.S. Government agencies, and to a lesser extent, other securities rated AAA or Aaa, that it believes will sufficiently outperform U.S. Treasuries. Generally, the portfolio's overall dollar-weighted average effective duration is less than that of a 3-year U.S. Treasury note.

In pursuit of the Fund's objective, the Subadviser chooses debt securities that it believes:

- offer competitive returns;

- are undervalued; and

- offer additional income and /or price appreciation potential relative to other debt securities of similar credit quality and interest rate sensitivity.

In evaluating whether to sell a security, the Subadviser considers, among other factors, whether:

- The security has achieved its designed return.

- The security or its sector has become overvalued.

- A more attractive opportunity becomes available or the security is no longer attractive due to its risk profile or as a result of changes in the overall market environment.

Wells may use derivatives such as futures, options, forward contracts and swaps, including credit default swaps, in an effort to produce incremental earnings, to hedge existing positions, to increase market exposure and investment flexibility, or to obtain or reduce credit exposure.

PRINCIPAL RISKS OF INVESTING IN THE FUND

Principal risks associated with an investment in the Fund include:

- Active Management Risk

- Credit Risk

- Leverage Risk

- Liquidity Risk

- Interest Rate Risk

- Market Risk

- Prepayment and Extension Risk

- Stripped Securities Risk

More Information about VP - Wells Fargo Short Duration Government Fund | 107

PORTFOLIO MANAGEMENT

Subadviser: Wells Capital Management Incorporated, which began serving as Subadviser to the Fund in May 2010, is located at 1333 North California Blvd, Walnut Creek, California. Wells, subject to the supervision of RiverSource Investments, provides day-to-day management of the Fund's portfolio, as well as investment research and statistical information, under a Subadvisory Agreement with RiverSource Investments.

Portfolio Managers. The portfolio managers responsible for the day-to-day management of the Fund are:

Thomas O'Connor, CFA, Portfolio Manager

- Managed the Fund since 2010

- Senior Portfolio Manager and Montgomery Fixed Income Team Co-Head at Wells

- Joined the Montgomery Fixed Income Team as Senior Portfolio Manager in 2000

- Prior to joining Wells, senior portfolio manager in charge of agency mortgages at Vanderbilt Capital Advisors and a senior trader of agency mortgages in both a proprietary and market-making role at the Union Bank of Switzerland

- Began investment career in 1988

- B.S. in Business Administration, University of Vermont

Troy Ludgood, Portfolio Manager

- Managed the Fund since 2010

- Senior Portfolio Manager and Montgomery Fixed Income Team Co-Head at Wells

- Joined the Montgomery Fixed Income Team in 2000

- Prior to joining Wells, trader at Barclays Capital, responsible for corporate, emerging markets, and non-dollar sovereign bonds

- Began investment career in 1984

- M.B.A, Wharton School, University of Pennsylvania

The SAI provides additional information about portfolio manager compensation, management of other accounts and ownership of shares in the Fund.

For more information see "Fund Management and Compensation."

Descriptions of the Principal Risks of Investing in the Funds | 108

DESCRIPTIONS OF THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS

Descriptions of principal risks for certain Funds may be different as shown in the table below based upon differences in the Funds' principal investment strategies.

RISK TYPE / FUND(S)                                               DESCRIPTION
-------------------                    -----------------------------------------------------------------
ACTIVE MANAGEMENT RISK                 The Fund is actively managed and its performance therefore will
All Funds                              reflect in part the ability of the portfolio managers to select
                                       securities and to make investment decisions that are suited to
                                       achieving the Fund's investment objective. Due to its active
                                       management, the Fund could underperform other mutual funds with
                                       similar investment objectives.

CONFIDENTIAL INFORMATION ACCESS RISK   In managing the portfolio of floating rate loans for the Fund,
RiverSource VP - Strategic Income      the investment manager normally will seek to avoid the receipt of
VP - Eaton Vance Floating-Rate         material, non-public information (Confidential Information) about
Income                                 the issuers of floating rate loans being considered for
                                       acquisition by the Fund, or held in the Fund. In many instances,
                                       issuers of floating rate loans offer to furnish Confidential
                                       Information to prospective purchasers or holders of the issuer's
                                       floating rate loans to help potential investors assess the value
                                       of the loan. The investment manager's decision not to receive
                                       Confidential Information from these issuers may disadvantage the
                                       Fund as compared to other floating rate loan investors, and may
                                       adversely affect the price the Fund pays for the loans it
                                       purchases, or the price at which the Fund sells the loans.
                                       Further, in situations when holders of floating rate loans are
                                       asked, for example, to grant consents, waivers or amendments, the
                                       investment manager's ability to assess the desirability of such
                                       consents, waivers or amendments may be compromised. For these and
                                       other reasons, it is possible that the investment manager's
                                       decision under normal circumstances not to receive Confidential
                                       Information could adversely affect the Fund's performance.

COUNTERPARTY RISK                      The risk that a counterparty to a financial instrument entered
RiverSource VP - Strategic Income      into by the Fund or held by special purpose or structured vehicle
VP - Eaton Vance Floating-Rate         becomes bankrupt or otherwise fails to perform its obligations
Income                                 due to financial difficulties. The Fund may experience
                                       significant delays in obtaining any recovery in a bankruptcy or
                                       other reorganization proceeding. The Fund may obtain only limited
                                       recovery or may obtain no recovery in such circumstances. The
                                       Fund will typically enter into financial instrument transactions
                                       with counterparties whose credit rating is investment grade, or,
                                       if unrated, determined to be of comparable quality by the
                                       investment manager.

CREDIT RISK                            Credit risk is the risk that the issuer of a security, or the
VP - Wells Fargo Short Duration        counterparty to a contract, will default or otherwise become
Gov't                                  unable or unwilling to honor a financial obligation, such as
                                       payments due on a bond or a note. If the Fund purchases unrated
                                       securities, or if the rating of a security is reduced after
                                       purchase, the Fund will depend on the investment manager's
                                       analysis of credit risk more heavily than usual.

CREDIT RISK                            Credit risk is the risk that the issuer of a security, or the
RiverSource VP - Limited Duration      counterparty to a contract, will default or otherwise become
Bond                                   unable or unwilling to honor a financial obligation, such as
VP - American Century Diversified      payments due on a bond or a note. If the Fund purchases unrated
Bond                                   securities, or if the rating of a security is reduced after
VP - J.P. Morgan Core Bond             purchase, the Fund will depend on the investment manager's
                                       analysis of credit risk more heavily than usual. Non-investment
                                       grade securities, commonly called "high-yield" or "junk" bonds,
                                       may react more to perceived changes in the ability of the issuing
                                       entity or obligor to pay interest and principal when due than to
                                       changes in interest rates. Non-investment grade securities have
                                       greater price fluctuations and are more likely to experience a
                                       default than investment grade bonds.

Descriptions of the Principal Risks of Investing in the Funds | 109

RISK TYPE / FUND(S)                                               DESCRIPTION
-------------------                    -----------------------------------------------------------------
CREDIT RISK                            Credit risk is the risk that the issuer of a security, or the
VP - PIMCO Mortgage-Backed             counterparty to a contract, will default or otherwise become
Securities                             unable or unwilling to honor a financial obligation, such as
                                       payments due on a bond or a note. If the Fund purchases unrated
                                       securities, or if the rating of a security is reduced after
                                       purchase, the Fund will depend on the investment manager's
                                       analysis of credit risk more heavily than usual. Non-investment
                                       grade securities, commonly called "high-yield" or "junk" bonds,
                                       may react more to perceived changes in the ability of the issuing
                                       entity to pay interest and principal when due than to changes in
                                       interest rates. Non-investment grade securities have greater
                                       price fluctuations and are more likely to experience a default
                                       than investment grade bonds. In addition, investments in emerging
                                       markets debt obligations also are subject to increased credit
                                       risk because of the difficulties of requiring foreign entities,
                                       including issuers of sovereign debt obligations, to honor their
                                       contractual commitments, and because a number of emerging markets
                                       governments and other issuers are already in default.

CREDIT RISK                            Credit risk is the risk that the borrower of a loan or the issuer
VP - Eaton Vance Floating-Rate         of another debt security will default or otherwise become unable
Income                                 or unwilling to honor a financial obligation, such as payments
                                       due on a loan. Rating agencies assign credit ratings to certain
                                       loans and other debt securities to indicate their credit risk.
                                       The price of a loan or other debt security generally will fall if
                                       the borrower or the issuer defaults on its obligation to pay
                                       principal or interest, the rating agencies downgrade the
                                       borrower's or the issuer's credit rating or other news affects
                                       the market's perception of the borrower's or the issuer's credit
                                       risk. If the issuer of a floating rate loan declares or is
                                       declared bankrupt, there may be a delay before the Fund can act
                                       on the collateral securing the loan, which may adversely affect
                                       the Fund. Further, there is a risk that a court could take action
                                       with respect to a floating rate loan adverse to the holders of
                                       the loan, such as invalidating the loan, the lien on the
                                       collateral, the priority status of the loan, or ordering the
                                       refund of interest previously paid by the borrower. Any such
                                       actions by a court could adversely affect the Fund's performance.
                                       If the Fund purchases unrated loans or other debt securities, or
                                       if the rating of a loan or security is reduced after purchase,
                                       the Fund will depend on the investment manager's analysis of
                                       credit risk more heavily than usual. Non-investment grade loans
                                       or securities, commonly called "high-yield" or "junk," may react
                                       more to perceived changes in the ability of the borrower or
                                       issuing entity to pay interest and principal when due than to
                                       changes in interest rates. Non-investment grade loans or
                                       securities have greater price fluctuations and are more likely to
                                       experience a default than investment grade loans or securities. A
                                       default or expected default of a floating rate loan could also
                                       make it difficult for the Fund to sell the loan at a price
                                       approximating the value previously placed on it.

Descriptions of the Principal Risks of Investing in the Funds | 110

RISK TYPE / FUND(S)                                               DESCRIPTION
-------------------                    -----------------------------------------------------------------
CREDIT RISK                            Credit risk is the risk that the borrower of a loan or the issuer
RiverSource VP - Strategic Income      of another debt security will default or otherwise become unable
                                       or unwilling to honor a financial obligation, such as payments
                                       due on a loan. Rating agencies assign credit ratings to certain
                                       loans and other debt securities to indicate their credit risk.
                                       The price of a loan or other debt security generally will fall if
                                       the borrower or the issuer defaults on its obligation to pay
                                       principal or interest, the rating agencies downgrade the
                                       borrower's or the issuer's credit rating or other news affects
                                       the market's perception of the borrower's or the issuer's credit
                                       risk. If the issuer of a floating rate loan declares or is
                                       declared bankrupt, there may be a delay before the Fund can act
                                       on the collateral securing the loan, which may adversely affect
                                       the Fund. Further, there is a risk that a court could take action
                                       with respect to a floating rate loan adverse to the holders of
                                       the loan, such as invalidating the loan, the lien on the
                                       collateral, the priority status of the loan, or ordering the
                                       refund of interest previously paid by the borrower. Any such
                                       actions by a court could adversely affect the Fund's performance.
                                       If the Fund purchases unrated loans or other debt securities, or
                                       if the rating of a loan or security is reduced after purchase,
                                       the Fund will depend on the investment manager's analysis of
                                       credit risk more heavily than usual. Non-investment grade loans
                                       or securities, commonly called "high-yield" or "junk," may react
                                       more to perceived changes in the ability of the borrower or
                                       issuing entity to pay interest and principal when due than to
                                       changes in interest rates. Non-investment grade loans or
                                       securities have greater price fluctuations and are more likely to
                                       experience a default than investment grade loans or securities. A
                                       default or expected default of a floating rate loan could also
                                       make it difficult for the Fund to sell the loan at a price
                                       approximating the value previously placed on it.

Descriptions of the Principal Risks of Investing in the Funds | 111

RISK TYPE / FUND(S)                                               DESCRIPTION
-------------------                    -----------------------------------------------------------------
DERIVATIVES RISK                       Derivatives are financial instruments that have a value which
RiverSource VP - Limited Duration      depends upon, or is derived from, the value of something else,
Bond                                   such as one or more underlying securities, pools of securities,
RiverSource VP - Strategic Income      options, futures, indexes or currencies. Losses involving
VP - AllianceBernstein                 derivative instruments may be substantial, because a relatively
International Value                    small price movement in the underlying security(ies), instrument,
VP - American Century Diversified      currency or index may result in a substantial loss for the Fund.
Bond                                   In addition to the potential for increased losses, the use of
VP - American Century Growth           derivative instruments may lead to increased volatility within
VP - Mondrian International Small      the Fund. Derivative instruments in which the Fund invests will
Cap                                    typically increase the Fund's exposure to Principal Risks to
VP - PIMCO Mortgage-Backed             which it is otherwise exposed, and may expose the Fund to
Securities                             additional risks, including correlation risk, counterparty credit
VP - Pyramis International Equity      risk, hedging risk, leverage risk, and liquidity risk.
VP - UBS Large Cap Growth
                                       Correlation risk is related to hedging risk and is the risk that
                                       there may be an incomplete correlation between the hedge and the
                                       opposite position, which may result in increased or unanticipated
                                       losses.

                                       Counterparty credit risk is the risk that a counterparty to the
                                       derivative instrument becomes bankrupt or otherwise fails to
                                       perform its obligations due to financial difficulties, and the
                                       Fund may obtain no recovery of its investment or may only obtain
                                       a limited recovery, and any recovery may be delayed.

                                       Hedging risk is the risk that derivative instruments used to
                                       hedge against an opposite position may offset losses, but they
                                       may also offset gains. There is no guarantee that a hedging
                                       strategy will eliminate the risk which the hedging strategy is
                                       intended to offset, which may lead to losses within the Fund.

                                       Leverage risk is the risk that losses from the derivative
                                       instrument may be greater than the amount invested in the
                                       derivative instrument.

                                       Liquidity risk is the risk that the derivative instrument may be
                                       difficult or impossible to sell or terminate, which may cause the
                                       Fund to be in a position to do something the investment manager
                                       would not otherwise choose, including accepting a lower price for
                                       the derivative instrument, selling other investments or foregoing
                                       another, more appealing investment opportunity. Derivative
                                       instruments which are not traded on an exchange, including, but
                                       not limited to, forward contracts, swaps and over-the-counter
                                       options, may have increased liquidity risk.

                                       Certain derivatives have the potential for unlimited losses,
                                       regardless of the size of the initial investment. See the SAI for
                                       more information on derivative instruments and related risks.

FOREIGN CURRENCY RISK                  The Fund's exposure to foreign currencies subjects the Fund to
VP - Morgan Stanley Global Real        constantly changing exchange rates and the risk that those
Estate                                 currencies will decline in value relative to the U.S. dollar, or,
                                       in the case of short positions, that the U.S. dollar will decline
                                       in value relative to the currency being sold forward. Currency
                                       rates in foreign countries may fluctuate significantly over short
                                       periods of time for a number of reasons, including changes in
                                       interest rates and economic or political developments in the U.S.
                                       or abroad. As a result, the Fund's exposure to foreign currencies
                                       may reduce the returns of the Fund. Trading of foreign currencies
                                       also includes the risk of clearing and settling trades which, if
                                       prices are volatile, may be difficult.

Descriptions of the Principal Risks of Investing in the Funds | 112

RISK TYPE / FUND(S)                                               DESCRIPTION
-------------------                    -----------------------------------------------------------------
HIGHLY LEVERAGED                       The corporate loans and corporate debt securities in which the
TRANSACTIONS RISK                      Fund invests substantially consist of transactions involving
RiverSource VP - Strategic Income      refinancings, recapitalizations, mergers and acquisitions, and
VP - Eaton Vance Floating-Rate         other financings for general corporate purposes. The Fund's
Income                                 investments also may include senior obligations of a borrower
                                       issued in connection with a restructuring pursuant to Chapter 11
                                       of the U.S. Bankruptcy Code (commonly known as
                                       "debtor-in-possession" financings), provided that such senior
                                       obligations are determined by the Fund's investment manager upon
                                       its credit analysis to be a suitable investment by the Fund. In
                                       such highly leveraged transactions, the borrower assumes large
                                       amounts of debt in order to have the financial resources to
                                       attempt to achieve its business objectives. Such business
                                       objectives may include but are not limited to: management's
                                       taking over control of a company (leveraged buy-out);
                                       reorganizing the assets and liabilities of a company (leveraged
                                       recapitalization); or acquiring another company. Loans or
                                       securities that are part of highly leveraged transactions involve
                                       a greater risk (including default and bankruptcy) than other
                                       investments.

IMPAIRMENT OF COLLATERAL RISK          The value of collateral, if any, securing a floating rate loan
RiverSource VP - Strategic Income      can decline, and may be insufficient to meet the borrower's
VP - Eaton Vance Floating-Rate         obligations or difficult to liquidate. In addition, the Fund's
Income                                 access to collateral may be limited by bankruptcy or other
                                       insolvency laws. Further, certain floating rate loans may not be
                                       fully collateralized and may decline in value.

INTEREST RATE RISK                     Interest rate risk is the risk of losses attributable to changes
RiverSource VP - Limited Duration      in interest rates. Interest rate risk is generally associated
Bond                                   with bond prices: when interest rates rise, bond prices fall. In
VP - American Century Diversified      general, the longer the maturity or duration of a bond, the
Bond                                   greater its sensitivity to changes in interest rates. Interest
VP - J.P. Morgan Core Bond             rate changes also may increase prepayments of debt obligations,
VP - PIMCO Mortgage-Backed             which in turn would increase prepayment risk.
Securities
VP - Wells Fargo Short Duration
Gov't Bond

INTEREST RATE RISK                     The securities in the portfolio are subject to the risk of losses
VP - Eaton Vance Floating-Rate         attributable to changes in interest rates. Interest rate risk is
Income                                 generally associated with fixed income securities in the Fund's
                                       portfolio: when interest rates rise, the prices of fixed income
                                       securities generally fall. In general, the longer the maturity or
                                       duration of a fixed income security, the greater its sensitivity
                                       to changes in interest rates. Securities with floating interest
                                       rates can be less sensitive to interest rate changes, but may
                                       decline in value if their interest rates do not rise as much as
                                       interest rates in general. Because rates on certain floating rate
                                       loans and other debt securities reset only periodically, changes
                                       in prevailing interest rates (and particularly sudden and
                                       significant changes) can be expected to cause fluctuations in the
                                       Fund's net asset value. Interest rate changes also may increase
                                       prepayments of debt obligations, which in turn would increase
                                       prepayment risk.

INTEREST RATE RISK                     The securities in the Fund are subject to the risk of losses
RiverSource VP - Strategic Income      attributable to changes in interest rates. Interest rate risk is
                                       generally associated with the fixed income securities in the
                                       Fund: when interest rates rise, the prices of fixed income
                                       securities generally fall. In general, the longer the maturity or
                                       duration of a fixed income security, the greater its sensitivity
                                       to changes in interest rates. Securities with floating interest
                                       rates can be less sensitive to interest rate changes, but may
                                       decline in value if their interest rates do not rise as much as
                                       interest rates in general. Because rates on certain floating rate
                                       loans and other debt securities reset only periodically, changes
                                       in prevailing interest rates (and particularly sudden and
                                       significant changes) can be expected to cause fluctuations in the
                                       Fund's net asset value. Interest rate changes also may increase
                                       prepayment risk.

Descriptions of the Principal Risks of Investing in the Funds | 113

RISK TYPE / FUND(S)                                               DESCRIPTION
-------------------                    -----------------------------------------------------------------
ISSUER RISK                            An issuer may perform poorly, and therefore, the value of its
RiverSource VP - Strategic Income      stocks and bonds may decline. Poor performance may be caused by
VP - AllianceBernstein                 poor management decisions, competitive pressures, breakthroughs
International Value                    in technology, reliance on suppliers, labor problems or
VP - American Century Diversified      shortages, corporate restructurings, fraudulent disclosures or
Bond                                   other factors.
VP - American Century Growth
VP - Growth
VP - International
VP - Invesco International Growth
VP - J.P. Morgan Core Bond
VP - Jennison Mid Cap Growth
VP - MFS Value
VP - Mondrian International Small
Cap
VP - NFJ Dividend Value
VP - Partners Small Cap Growth
VP - PIMCO Mortgage-Backed
Securities
VP - Pyramis International Equity
VP - U.S. Equity
VP - UBS Large Cap Growth

LEVERAGE RISK                          Leverage occurs when the Fund increases its assets available for
VP - PIMCO Mortgage-Backed             investment using borrowings, short sales, derivatives, or similar
Securities                             instruments or techniques. Due to the fact that short sales
VP - Wells Fargo Short Duration        involve borrowing securities and then selling them, the Fund's
Gov't                                  short sales effectively leverage the Fund's assets. The use of
                                       leverage may make any change in the Fund's net asset value (NAV)
                                       even greater and thus result in increased volatility of returns.
                                       The Fund's assets that are used as collateral to secure the short
                                       sales may decrease in value while the short positions are
                                       outstanding, which may force the Fund to use its other assets to
                                       increase the collateral. Leverage can also create an interest
                                       expense that may lower the Fund's overall returns. Lastly, there
                                       is no guarantee that a leveraging strategy will be successful.

LIQUIDITY RISK                         Liquidity risk is the risk associated with a lack of
RiverSource VP - Limited Duration      marketability of securities which may make it difficult or
Bond                                   impossible to sell at desirable prices in order to minimize loss.
VP - American Century Diversified      The Fund may have to lower the selling price, sell other
Bond                                   investments, or forego another, more appealing investment
VP - Invesco International Growth      opportunity.
VP - J.P. Morgan Core Bond
VP - PIMCO Mortgage-Backed
Securities
VP - Pyramis International Equity
VP - Wells Fargo Short Duration
Gov't

LIQUIDITY RISK                         Floating rate loans generally are subject to legal or contractual
VP - Eaton Vance Floating-Rate         restrictions on resale. Floating rate loans also may trade
Income                                 infrequently on the secondary market. The value of the loan to
                                       the Fund may be impaired in the event that the Fund needs to
                                       liquidate such loans. Securities in which the Fund invests may be
                                       traded in the over-the-counter market rather than on an organized
                                       exchange and therefore may be more difficult to purchase or sell
                                       at a fair price. The inability to purchase or sell floating rate
                                       loans and other debt securities at a fair price may have a
                                       negative impact on the Fund's performance.

Descriptions of the Principal Risks of Investing in the Funds | 114

RISK TYPE / FUND(S)                                               DESCRIPTION
-------------------                    -----------------------------------------------------------------
LIQUIDITY RISK                         Liquidity risk is the risk associated with a lack of
RiverSource VP - Strategic Income      marketability of securities which may make it difficult or
                                       impossible to sell the security at desirable prices in order to
                                       minimize loss. The Fund may have to lower the selling price, sell
                                       other investments, or forego another, more appealing investment
                                       opportunity. Floating rate loans generally are subject to legal
                                       or contractual restrictions on resale. Floating rate loans also
                                       may trade infrequently on the secondary market. The value of the
                                       loan to the Fund may be impaired in the event that the Fund needs
                                       to liquidate such loans. Securities in which the Fund invests may
                                       be traded in the over-the counter market rather than on an
                                       organized exchange and therefore may be more difficult to
                                       purchase or sell at a fair price. The inability to purchase or
                                       sell floating rate loans and other debt securities at a fair
                                       price may have a negative impact on the Fund's performance.

MARKET RISK                            The market value of securities may fall or fail to rise. Market
VP - Eaton Vance Floating-Rate         risk may affect a borrower, a single issuer, sector of the
Income                                 economy, industry, or the market as a whole. The market value of
                                       floating rate loans and securities may fluctuate, sometimes
                                       rapidly and unpredictably.

MARKET RISK                            The market value of securities may fall or fail to rise. Market
RiverSource VP - Limited Duration      risk may affect a single issuer, sector of the economy, industry,
Bond                                   or the market as a whole. The market value of securities may
RiverSource VP - Strategic Income      fluctuate, sometimes rapidly and unpredictably.
VP - American Century Diversified
Bond
VP - J.P. Morgan Core Bond
VP - PIMCO Mortgage-Backed
Securities
VP - Wells Fargo Short Duration
Gov't

MARKET RISK                            The market value of securities may fall or fail to rise. Market
VP - American Century Growth           risk may affect a single issuer, sector of the economy, industry,
VP - Growth                            or the market as a whole. The market value of securities may
VP - MFS Value                         fluctuate, sometimes rapidly and unpredictably. In addition,
VP - NFJ Dividend Value                focus on a particular style, for example, investment in growth or
VP - UBS Large Cap Growth              value securities, may cause the Fund to underperform other mutual
                                       funds if that style falls out of favor with the market.

MARKET RISK                            The market value of securities may fall or fail to rise. Market
VP - AllianceBernstein                 risk may affect a single issuer, sector of the economy, industry,
International Value                    or the market as a whole. The market value of securities may
VP - International                     fluctuate, sometimes rapidly and unpredictably. These risks are
VP - Invesco International Growth      generally greater for small and mid-sized companies, which tend
VP - Jennison Mid Cap Growth           to be more vulnerable than large companies to adverse
VP - Mondrian International Small      developments. In addition, focus on a particular style, for
Cap                                    example, investment in growth or value securities, may cause the
VP - Morgan Stanley Global Real        Fund to underperform other mutual funds if that style falls out
Estate                                 of favor with the market.
VP - Partners Small Cap Growth
VP - Pyramis International Equity
VP - U.S. Equity

MID-SIZED COMPANY RISK                 Investments in mid-sized companies often involve greater risks
VP - Jennison Mid Cap Growth           than investments in larger, more established companies because
                                       mid-sized companies tend to have less predictable earnings, may
                                       lack the management experience, financial resources, product
                                       diversification and competitive strengths of larger companies. In
                                       addition, in some instances the securities of mid-sized companies
                                       are traded only over-the-counter or on regional securities
                                       exchanges and the frequency and volume of their trading is
                                       substantially less than is typical of larger companies.

Descriptions of the Principal Risks of Investing in the Funds | 115

RISK TYPE / FUND(S)                                               DESCRIPTION
-------------------                    -----------------------------------------------------------------
MORTGAGE-RELATED AND OTHER             Mortgage-related and other asset-backed securities are subject to
ASSET-BACKED RISK                      certain additional risks. Generally, rising interest rates tend
RiverSource VP - Limited Duration      to extend the duration of fixed rate mortgage-related securities,
Bond                                   making them more sensitive to changes in interest rates. As a
VP - PIMCO Mortgage-Backed             result, in a period of rising interest rates, if a Fund holds
Securities                             mortgage-related securities, it may exhibit additional
                                       volatility. This is known as extension risk. In addition,
                                       adjustable and fixed rate mortgage-related securities are subject
                                       to prepayment risk. When interest rates decline, borrowers may
                                       pay off their mortgages sooner.

NON-DIVERSIFICATION RISK               The Fund is non-diversified. A non-diversified fund may invest
VP - Morgan Stanley Global Real        more of its assets in fewer companies than if it were a
Estate                                 diversified fund. Because each investment has a greater effect on
                                       the Fund's performance, the Fund may be more exposed to the risks
                                       of loss and volatility then a fund that invests more broadly.

PREPAYMENT AND EXTENSION RISK          Prepayment and extension risk is the risk that a loan, bond or
VP - Eaton Vance Floating-Rate         other security might be called or otherwise converted, prepaid,
Income                                 or redeemed before maturity. This risk is primarily associated
RiverSource VP - Strategic Income      with asset-backed securities, including mortgage-backed
                                       securities and floating rate loans. If a loan or security is
                                       converted, prepaid, or redeemed before maturity, particularly
                                       during a time of declining interest rates or declining spreads,
                                       the portfolio managers may not be able to reinvest in securities
                                       or loans providing as high a level of income, resulting in a
                                       reduced yield to the Fund. Conversely, as interest rates rise or
                                       spreads widen, the likelihood of prepayment decreases. The
                                       portfolio managers may be unable to capitalize on securities with
                                       higher interest rates or wider spreads because the Fund's
                                       investments are locked in at a lower rate for a longer period of
                                       time.

PREPAYMENT AND EXTENSION RISK          Prepayment and extension risk is the risk that a bond or other
RiverSource VP - Limited Duration      security might be called, or otherwise converted, prepaid, or
Bond                                   redeemed, before maturity. This risk is primarily associated with
VP - American Century Diversified      asset-backed securities, including mortgage backed securities. If
Bond                                   a security is converted, prepaid, or redeemed, before maturity,
VP - J.P. Morgan Core Bond             particularly during a time of declining interest rates, the
VP - PIMCO Mortgage-Backed             investment manager may not be able to reinvest in securities
Securities                             providing as high a level of income, resulting in a reduced yield
VP - Wells Fargo Short Duration        to the Fund. Conversely, as interest rates rise, the likelihood
Gov't                                  of prepayment decreases. The investment manager may be unable to
                                       capitalize on securities with higher interest rates because the
                                       Fund's investments are locked in at a lower rate for a longer
                                       period of time.

QUANTITATIVE MODEL RISK                Securities selected using quantitative methods may perform
RiverSource VP - Strategic Income      differently from the market as a whole for many reasons,
VP - AllianceBernstein                 including the factors used in building the quantitative
International Value                    analytical framework, the weights placed on each factor, and
                                       changing sources of market returns, among others. There can be no
                                       assurance that these methodologies will enable the Fund to
                                       achieve its objective.

REAL ESTATE INDUSTRY RISK              Because of the Fund's policy of concentrating its investments in
RiverSource VP - Strategic Income      securities of companies operating in the real estate industry,
VP - Morgan Stanley Global Real        the Fund is more susceptible to risks associated with the
Estate                                 ownership of real estate and with the real estate industry in
                                       general. These risks can include fluctuations in the value of the
                                       underlying properties, defaults by borrowers or tenants, market
                                       saturation, decreases in market rates for rents, and other
                                       economic, political, or regulatory occurrences affecting the real
                                       estate industry, including REITs.

                                       REITs depend upon specialized management skills, may have limited
                                       financial resources, may have less trading volume, and may be
                                       subject to more abrupt or erratic price movements than the
                                       overall securities markets. REITs are also subject to the risk of
                                       failing to qualify for tax-free pass-through of income. Some
                                       REITs (especially mortgage REITs) are affected by risks similar
                                       to those associated with investments in debt securities including
                                       changes in interest rates and the quality of credit extended.

                                       REITs often do not provide complete tax information until after
                                       the calendar year-end. Consequently, because of the delay, it may
                                       be necessary for the Fund to request permission to extend the
                                       deadline for issuance of Forms 1099-DIV beyond January 31.

Descriptions of the Principal Risks of Investing in the Funds | 116

RISK TYPE / FUND(S) DESCRIPTION
------------------- -----------------------------------------------------------------
RISKS OF FOREIGN INVESTING Foreign securities are securities of issuers based outside the
VP - MFS Value United States. An issuer is deemed to be based outside the United
VP - Pyramis International Equity States if it is organized under the laws of another country.
Foreign securities are primarily denominated in foreign
currencies. In addition to the risks normally associated with
domestic securities of the same type, foreign securities are
subject to the following foreign risks:

Country risk includes the political, economic, and other
conditions of the country. These conditions include lack of
publicly available information, less government oversight
(including lack of accounting, auditing, and financial reporting
standards), the possibility of government-imposed restrictions,
and even the nationalization of assets. The liquidity of foreign
investments may be more limited than for most U.S. investments,
which means that, at times it may be difficult to sell foreign
securities at desirable prices.

Currency risk results from the constantly changing exchange rate
between local currency and the U.S. dollar. Whenever the Fund
holds securities valued in a foreign currency or holds the
currency, changes in the exchange rate add to or subtract from
the value of the investment.

Custody risk refers to the process of clearing and settling
trades. It also covers holding securities with local agents and
depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle.
Local agents are held only to the standard of care of the local
market. Governments or trade groups may compel local agents to
hold securities in designated depositories that are not subject
to independent evaluation. The less developed a country's
securities market is, the greater the likelihood of problems
occurring.

RISKS OF FOREIGN INVESTING Foreign securities are securities of issuers based outside the
RiverSource VP - Limited Duration United States. An issuer is deemed to be based outside the United
Bond States if it is organized under the laws of another country.
RiverSource VP - Strategic Income Foreign securities are primarily denominated in foreign
VP - AllianceBernstein currencies. In addition to the risks normally associated with
International Value domestic securities of the same type, foreign securities are
VP - Eaton Vance Floating-Rate subject to the following foreign risks:
Income
VP - International Country risk includes the political, economic, and other
VP - Invesco International Growth conditions of the country. These conditions include lack of
VP - Jennison Mid Cap Growth Fund publicly available information, less government oversight
VP - Marsico Growth (including lack of accounting, auditing, and financial reporting
VP - Mondrian International Small standards), the possibility of government-imposed restrictions,
Cap and even the nationalization of assets. The liquidity of foreign
VP - Morgan Stanley Global Real investments may be more limited than for most U.S. investments,
Estate which means that, at times it may be difficult to sell foreign
VP - NFJ Dividend Value securities at desirable prices.
VP - Partners Small Cap Growth
VP - UBS Large Cap Growth Currency risk results from the constantly changing exchange rate
between local currency and the U.S. dollar. Whenever the Fund
holds securities valued in a foreign currency or holds the
currency, changes in the exchange rate add to or subtract from
the value of the investment.

Custody risk refers to the process of clearing and settling
trades. It also covers holding securities with local agents and
depositories. Low trading volumes and volatile prices in less
developed markets make trades harder to complete and settle.
Local agents are held only to the standard of care of the local
market. Governments or trade groups may compel local agents to
hold securities in designated depositories that are not subject
to independent evaluation. The less developed a country's
securities market is, the greater the likelihood of problems
occurring.

Emerging markets risk includes the dramatic pace of change
(economic, social and political) in these countries as well as
the other considerations listed above. These markets are in early
stages of development and are extremely volatile. They can be
marked by extreme inflation, devaluation of currencies,
dependence on trade partners, and hostile relations with
neighboring countries.

Descriptions of the Principal Risks of Investing in the Funds | 117

RISK TYPE / FUND(S)                                               DESCRIPTION
-------------------                    -----------------------------------------------------------------
SECTOR RISK                            If a fund emphasizes one or more economic sectors, it may be more
VP - Partners Small Cap Growth         susceptible to the financial, market or economic events affecting
                                       the particular issuers and industries in which it invests than
                                       funds that do not emphasize particular sectors. The more a fund
                                       diversifies across sectors, the more it spreads risk and
                                       potentially reduces the risks of loss and volatility.

SMALL AND MID-SIZED COMPANY RISK       Investments in small and medium sized companies often involve
RiverSource VP - Strategic Income      greater risks than investments in larger, more established
VP - International                     companies because small and medium companies may lack the
VP - Mondrian International Small      management experience, financial resources, product
Cap                                    diversification, experience and competitive strengths of larger
VP - U.S. Equity                       companies. Additionally, in many instances the securities of
                                       small and medium companies are traded only over-the-counter or on
                                       regional securities exchanges and the frequency and volume of
                                       their trading is substantially less and may be more volatile than
                                       is typical of larger companies.

SMALL COMPANY RISK                     Investments in small capitalization companies often involve
VP - Partners Small Cap Growth         greater risks than investments in larger, more established
                                       companies because small capitalization companies may lack the
                                       management experience, financial resources, product
                                       diversification, experience and competitive strengths of larger
                                       companies. In addition, in many instances the securities of small
                                       capitalization companies are traded only over-the-counter or on
                                       regional securities exchanges and the frequency and volume of
                                       their trading is substantially less and may be more volatile than
                                       is typical of larger companies.

STRIPPED SECURITIES RISK               Stripped securities are the separate income or principal
VP - Wells Fargo Short Duration        components of debt securities.  These securities are particularly
Gov't                                  sensitive to changes in interest rates, and therefore subject to
                                       greater fluctuations in price than typical interest bearing debt
                                       securities.  For example, stripped mortgage-backed securities
                                       have greater interest rate risk than mortgage-backed securities
                                       with like maturities, and stripped treasury securities have
                                       greater interest rate risk than traditional government securities
                                       with identical credit ratings.

VALUE SECURITIES RISK                  Value securities involve the risk that they may never reach what
VP - AllianceBernstein                 the investment manager believes is their full market value either
International Value                    because the market fails to recognize the stock's intrinsic worth
VP - MFS Value                         or the investment manager misgauged that worth. They also may
                                       decline in price, even though in theory they are already
                                       undervalued. Because different types of stocks tend to shift in
                                       and out of favor depending on market and economic conditions, the
                                       Fund's performance may sometimes be lower or higher than that of
                                       other types of funds (such as those emphasizing growth stocks).

VARYING DISTRIBUTION LEVELS RISK       The amount of the distributions paid by the Fund generally
VP - NFJ Dividend Value                depends on the amount of income and/or dividends received by the
                                       Fund on the securities it holds. The Fund may not be able to pay
                                       distributions or may have to reduce its distribution level if the
                                       income and/or dividends the Fund receives from its investments
                                       decline.

Other Investment Strategies and Risks | 118

MORE ABOUT ANNUAL FUND OPERATING EXPENSES

The following information is presented in addition to, and should be read in conjunction with, "Fees and Expenses of the Fund" that appears in the Summaries of the Funds.

The investment manager and its affiliates have contractually agreed to waive certain fees and to reimburse certain expenses (other than acquired fund fees and expenses*, if any) until April 30, 2011, unless sooner terminated at the sole discretion of the Fund's Board of Trustees. Any amounts waived will not be reimbursed by the Fund. Under this agreement, net fund expenses (excluding acquired fund fees and expenses, if any) will not exceed the amounts shown below:

FUND                                              CLASS 1   CLASS 2
----                                              -------   -------
RiverSource VP - Limited Duration Bond Fund        0.54%     0.79%
RiverSource VP - Strategic Income Fund             0.58%     0.83%
VP - AllianceBernstein International Value Fund    0.92%     1.17%
VP - American Century Diversified Bond Fund        0.55%     0.80%
VP - American Century Growth Fund                  0.70%     0.95%
VP - Eaton Vance Floating-Rate Income Fund         0.58%     0.83%
VP - International Fund                            1.15%     1.40%
VP - Invesco International Growth Fund             0.96%     1.21%
VP - J.P. Morgan Core Bond Fund                    0.55%     0.80%
VP - Jennison Mid Cap Growth Fund                  0.82%     1.07%
VP - MFS Value Fund                                0.64%     0.89%
VP - Marsico Growth Fund                           0.70%     0.95%
VP - Mondrian International Small Cap Fun          1.31%     1.56%
VP - Morgan Stanley Global Real Estate Fund        0.86%     1.11%
VP - NFJ Dividend Value Fund                       0.64%     0.89%
VP - Partners Small Cap Growth Fund                1.07%     1.32%
VP - PIMCO Mortgage-Backed Securities Fund         0.55%     0.80%
VP - Pyramis International Equity Fund             0.96%     1.21%
VP - U.S. Equity Fund                              0.97%     1.22%
VP - UBS Large Cap Growth Fund                     0.70%     0.95%
VP - Wells Fargo Short Duration Government Fund    0.55%     0.80%

Other Investment Strategies and Risks | 119

OTHER INVESTMENT STRATEGIES AND RISKS

Other Investment Strategies. In addition to the principal investment strategies previously described, a Fund may utilize investment strategies that are not principal strategies. For example, a Fund that does not include investments in affiliated and non-affiliated pooled investment vehicles (including mutual funds and exchange traded funds (ETFs) also referred to as "acquired funds") as part of its principal investment strategies may make such investment. Ownership of acquired funds results in the Fund bearing its proportionate share of the acquired funds' fees and expenses and proportionate exposure to the risks associated with the acquired funds' underlying investments. ETFs are generally designed to replicate the price and yield of a specified market index.An ETF's share price may not track its specified market index and may trade below its net asset value, resulting in potential losses for the Fund. ETFs generally use a "passive" investment strategy and will not attempt to take defensive positions in volatile or declining markets. An active secondary market in an ETF's shares may not develop or be maintained and may be halted or interrupted due to actions by its listing exchange, unusual market conditions or other reasons. There can be no assurance an ETF's shares will continue to be listed on an active exchange.

Additionally, Funds that do not include the use of derivatives such as futures, options, forward contracts, and swaps (which are financial instruments that have a value which depends upon, or is derived from, the value of something else such as one or more underlying securities, pools of securities, indexes or currencies) as part of their principal investment strategy may make such investments. These derivative instruments may be used to produce incremental earnings, to hedge existing positions, to increase or reduce market or credit exposure, or to increase flexibility. Derivative instruments in which a Fund invests will typically increase the Fund's exposure to Principal Risks to which it is otherwise exposed, and may expose the Fund to additional risks, including correlation risk, counterparty credit risk, hedging risk, leverage risk, and liquidity risk.

Counterparty credit risk is the risk that a counterparty to the derivative instrument becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, and the Fund may obtain no recovery of its investment or may only obtain a limited recovery, and any recovery may be delayed.

Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument.

In addition, a relatively small price movement in the underlying security, currency or index may result in a substantial loss for the Fund using derivatives and certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment. Even though the Fund's policies permit the use of derivatives in this manner, the portfolio managers are not required to use derivatives.

For more information on strategies and holdings, and the risks of such strategies, including derivative instruments that a Fund may use, see the Funds' SAI.

Unusual Market Conditions. A Fund may, from time to time, take temporary defensive positions including investing more of its assets in money market securities in an attempt to respond to adverse market, economic, political, or other conditions. Although investing in these securities would serve primarily to attempt to avoid losses, this type of investing also could prevent the Fund from achieving its investment objective. During these times, the portfolio managers may make frequent securities trades that could result in increased fees, expenses and taxes, and decreased performance. Instead of investing in money market securities directly, the Fund may invest in shares of an affiliated or unaffiliated money market fund. See "Cash Reserves" under the caption "Additional Management Information" in the "Fund Management and Compensation" section for more information.

Other Investment Strategies and Risks | 120

Portfolio Turnover. Trading of securities may produce capital gains, which are taxable to shareholders when distributed when Fund shares are held in a taxable account. Active trading may also increase the amount of brokerage commissions paid or mark-ups to broker-dealers that the Fund pays when it buys and sells securities. For subadvised funds, a change in the subadviser(s) may result in increased portfolio turnover, which increase may be substantial, as the new subadviser(s) realign the portfolio, or if the subadviser(s) trade(s) portfolio securities more frequently. A realignment or more active strategy could produce higher than expected capital gains. Capital gains and increased brokerage commissions or mark-ups paid to broker-dealers may adversely affect a Fund's performance.

Change in Subadviser(s). From time to time, the investment manager may add or change unaffiliated subadvisers. See "Manager of Managers Exemption" under "Additional Management Information." A change in subadviser(s) may result in increased portfolio turnover, as noted under "Portfolio Turnover."

Multi-Manager Risk. While RiverSource Investments, LLC (RiverSource Investments or the investment manager), as the Funds' investment manager, monitors each subadviser of the subadvised Funds and the overall management of the Funds, to the extent a Fund has multiple subadvisers, each subadviser makes investment decisions independently from RiverSource Investments and the other subadvisers. It is possible that the security selection process of one subadviser will not complement that of the other subadvisers. As a result, the exposure of a Fund with multiple subadvisers to a given security, industry, sector or market capitalization could be smaller or larger than if the Fund were managed by a single subadviser, which could affect the Fund's performance.

Securities Transaction Commissions. Securities transactions involve the payment by a Fund of brokerage commissions to broker-dealers, on occasion as compensation for research or brokerage services (commonly referred to as "soft dollars"), as the portfolio managers buy and sell securities for the Fund in pursuit of its objective. A description of the policies governing the Funds' securities transactions are set forth in the SAI. Funds that invest primarily in fixed income securities do not typically generate brokerage commissions that are used to pay for research or brokerage services. The brokerage commissions paid by each Fund will be set forth in the SAI. The brokerage commissions will not include implied commissions or mark-ups (implied commissions) paid by the Funds for principal transactions (transactions made directly with a dealer or other counterparty), including most fixed income securities (and certain other instruments, including derivatives). Also, brokerage commissions will not reflect other elements of transaction costs, including the extent to which the Funds' purchase and sale transactions may cause the market to move and change the market price for an investment.

Directed Brokerage. The Funds' Board of Trustees (Board) has adopted a policy prohibiting the investment manager, or any subadviser, from considering sales of shares of the Fund as a factor in the selection of broker-dealers through which to execute securities transactions.

Additional information regarding securities transactions can be found in the
SAI.

Fund Management and Compensation | 121

FUND MANAGEMENT AND COMPENSATION

INVESTMENT MANAGER

RiverSource Investments, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, is the investment manager to the RiverSource Family of Funds (including the Funds and other funds branded "RiverSource" "RiverSource Partners" "Seligman" and "Threadneedle"), and is a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial). Ameriprise Financial is a financial planning and financial services company that has been offering solutions for clients' asset accumulation, income management and protection needs for more than 110 years. In addition to managing investments for the RiverSource Family of Funds, RiverSource Investments manages investments for itself and its affiliates. For institutional clients, RiverSource Investments and its affiliates provide investment management and related services, such as separate account asset management, and institutional trust and custody, as well as other investment products. For all of its clients, RiverSource Investments seeks to allocate investment opportunities in an equitable manner over time. See the SAI for more information.

Each Fund pays RiverSource Investments a fee for managing its assets. Under the Investment Management Services Agreement (Agreement) the fee rate based on each Fund's average daily net assets is as follows:

FUND                                                     MANAGEMENT FEE RATE AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS
----                                              -------------------------------------------------------------------------------
RiverSource VP - Limited Duration Bond Fund       0.48% on the first $1 billion, gradually reducing to 0.29% as assets increase
RiverSource VP - Strategic Income Fund            0.57% on the first $1 billion, gradually reducing to 0.39% as assets increase
VP - AllianceBernstein International Value Fund   0.85% on the first $1 billion, gradually reducing to 0.70% as assets increase
VP - American Century Diversified Bond Fund       0.48% on the first $1 billion, gradually reducing to 0.40% as assets increase
VP - American Century Growth Fund                 0.65% on the first $1 billion, gradually reducing to 0.50% as assets increase
VP - Eaton Vance Floating-Rate Income Fund        0.63% on the first $1 billion, gradually reducing to 0.53% as assets increase
VP - International Fund                           0.95% on the first $250 million, gradually reducing to 0.85% as assets increase
VP - Invesco International Growth Fund            0.85% on the first $1 billion, gradually reducing to 0.70% as assets increase
VP - J.P. Morgan Core Bond Fund                   0.48% on the first $1 billion, gradually reducing to 0.40% as assets increase
VP - Jennison Mid Cap Growth Fund                 0.75% on the first $1 billion, gradually reducing to 0.65% as assets increase
VP - MFS Value Fund                               0.65% on the first $1 billion, gradually reducing to 0.50% as assets increase
VP - Marsico Growth Fund                          0.65% on the first $1 billion, gradually reducing to 0.50% as assets increase
VP - Mondrian International Small Cap Fund        0.95% on the first $250 million, gradually reducing to 0.85% as assets increase
VP - Morgan Stanley Global Real Estate Fund       0.85% on the first $1 billion, gradually reducing to 0.75% as assets increase
VP - NFJ Dividend Value Fund                      0.65% on the first $1billion, gradually reducing to 0.50% as assets increase
VP - Partners Small Cap Growth Fund               0.90% on the first $250 million, gradually reducing to 0.80% as assets increase
VP - PIMCO Mortgage-Backed Securities Fund        0.48% on the first $1 billion, gradually reducing to 0.40% as assets increase
VP - Pyramis International Equity Fund            0.85% on the first $1 billion, gradually reducing to 0.70% as assets increase

Fund Management and Compensation | 122

VP - U.S. Equity Fund                             0.90% on the first $250 million, gradually reducing to 0.80% as assets increase
VP - UBS Large Cap Growth Fund                    0.65% on the first $1 billion, gradually reducing to 0.50% as assets increase
VP - Wells Fargo Short Duration Government Fund   0.48% on the first $1 billion, gradually reducing to 0.40% as assets increase

Under the Agreement, each Fund also pays taxes, brokerage commissions and nonadvisory expenses. A discussion regarding the basis for the Board approving the Agreement will be made available in the Fund's semiannual shareholder report for the period ending June 30, 2010.

Fund Management and Compensation | 123

ADDITIONAL SERVICES AND COMPENSATION

In addition to acting as the Funds' investment manager, RiverSource Investments and its affiliates also receive compensation for providing other services to the Funds.

Administration Services. Ameriprise Financial, 200 Ameriprise Financial Center, Minneapolis, Minnesota 55474, provides or compensates others to provide administrative services to the Funds. These services include administrative, accounting, treasury, and other services. Fees paid by each Fund for these services are included under "Other expenses" in the expense table for each Fund under "Fees and Expenses of the Fund" for each Fund in the "Summaries of the Funds" section of this prospectus.

Distribution and Shareholder Services. RiverSource Fund Distributors, Inc., 50611 Ameriprise Financial Center, Minneapolis, Minnesota 55474, (the distributor) provides underwriting and distribution services to the Funds. Under the Distribution Agreement and related distribution and shareholder servicing plans, the distributor receives distribution and shareholder servicing fees on Class 2 shares. The distributor uses these fees to support its distribution and servicing activity for Class 2 shares. Fees paid by the Fund for these services are set forth under "Distribution and/or service (12b-1) fees" in the expense table under "Fees and Expenses of the Fund" for each Fund in the "Summaries of the Funds" section of this prospectus. More information on how these fees are used is set forth under "Buying and Selling Shares - Description of Fund Shares" and in the SAI.

Transfer Agency Services. RiverSource Service Corporation, 734 Ameriprise Financial Center, Minneapolis, Minnesota 55474 (the transfer agent or RiverSource Service Corporation), provides or compensates others to provide services to the Funds. The Funds pay the transfer agent a fee as set forth in the SAI and reimburse the transfer agent for its out-of-pocket expenses incurred while providing these services to the Funds. Fees paid by each Fund for these services are included under "Other expenses" in the expense table under "Fees and Expenses of the Fund" for each Fund in the "Summaries of the Funds" section of this prospectus. RiverSource Service Corporation may pay a portion of these fees to participating insurance companies or other financial intermediaries that provide sub-recordkeeping and other services to Contract owners Qualified Plan participants and the Accounts..

The SAI provides additional information about the services provided under the agreements set forth above.

PAYMENTS TO AFFILIATED AND UNAFFILIATED PARTICIPATING INSURANCE COMPANIES

The Funds may be sold as underlying investment options under Contracts offered by RiverSource Life Insurance Company (RiverSource Life), its wholly-owned subsidiary, RiverSource Life Insurance Co. of New York (together, the Affiliated Insurance Companies) and other unaffiliated participating insurance companies (collectively, the participating insurance companies). RiverSource Investments and its affiliates may make or support payments out of their own resources to the participating insurance companies including the Affiliated Insurance Companies as a result of their agreement to include the Funds as investment options under the Contracts. These Contracts may also include mutual funds other than the Funds as investment options, and the participating insurance companies including the Affiliated Insurance Companies may receive payments from the sponsors of these other mutual funds as a result of including those funds as underlying investment options under the Contracts. Employees of Ameriprise Financial and its affiliates, including employees of affiliated broker-dealers, may be separately incented to recommend or sell shares of the Funds in products offered by the Affiliated Insurance Companies, as employee compensation and business unit operating goals at all levels are tied to the success of Ameriprise Financial. Certain employees, directly or indirectly, may receive higher compensation and other benefits as investment in the Funds increases. In addition, management, sales leaders and other employees may spend more of their time and resources promoting Ameriprise Financial and its subsidiary companies, including RiverSource Investments, and the distributor, and the products they offer, including the Funds. The amount of payment from sponsors of other funds that are offered as investment options under the Contracts or allocation from RiverSource Investments and its affiliates varies, and may be significant. The amount of the payment or allocation participating insurance companies receive from a fund may create an incentive for the companies and may influence their decision regarding which funds to include under a Contract. These arrangements are sometimes referred to as "revenue sharing payments," and are in addition to any 12b-1 distribution and/or service fees or other amounts paid by the funds for account maintenance, sub-accounting or recordkeeping services provided directly by the participating insurance companies. See your Contract prospectus for more information regarding these payments and allocations.

POTENTIAL CONFLICTS OF INTEREST

Shares of the Funds may serve as the underlying investments for both variable annuity contracts and variable life insurance policies issued by participating life insurance companies. Due to differences in tax treatment or other considerations, the interests of various Contract owners might at some time be in conflict. The Funds currently do not foresee any such conflict. However, if they do arise, the Board intends to consider what action, if any, should be taken in response to such conflicts. If

Fund Management and Compensation | 124

such a conflict were to occur, one or more Accounts of the participating insurance companies might be required to withdraw its investments in the Funds. This might force the Funds to sell securities at disadvantageous prices.

ADDITIONAL MANAGEMENT INFORMATION

Manager of Managers Exemption. The RiverSource Family of Funds has received an order from the Securities and Exchange Commission that permits RiverSource Investments, subject to the approval of the Board, to appoint a subadviser or change the terms of a subadvisory agreement for a Fund without first obtaining shareholder approval. The order permits the Fund to add or change unaffiliated subadvisers or change the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. RiverSource Investments and its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create a conflict of interest. In making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, RiverSource Investments does not consider any other relationship it or its affiliates may have with a subadviser, and RiverSource Investments discloses the nature of any material relationships it has with a subadviser to the Board.

Affiliated Products. RiverSource Investments serves as investment manager to all funds in the RiverSource Family of Funds, including those that are structured to provide asset-allocation services to shareholders of those funds by investing in shares of other funds (funds-of-funds) in the RiverSource Family of Funds, including the Funds. These funds-of-funds, individually or collectively, may own a significant percentage of the outstanding shares of the Funds, and RiverSource Investments seeks to balance potential conflicts between the funds-of-funds and the Funds in which they invest. The funds-of-funds' investment in the Funds may also have the effect of creating economies of scale (including lower expense ratios) because the funds-of-funds may own substantial portions of the shares of the Funds and, comparatively, a redemption of Fund shares by one or more funds-of-funds could cause the expense ratio of a Fund to increase as its fixed costs would be spread over a smaller asset base. Because of these large positions of the funds-of-funds, the Funds may experience relatively large purchases or redemptions. Although RiverSource Investments may seek to minimize the impact of these transactions, for example, by structuring them over a reasonable period of time or through other measures, the Funds may experience increased expenses as they buy and sell securities to manage these transactions. Substantial redemptions by the funds-of-funds within a short period of time could require a Fund to liquidate positions more rapidly than would otherwise be desirable, which may have the effect of reducing or eliminating potential gain or causing the Fund to realize a loss. Substantial redemptions may also adversely affect the ability of the investment manager to implement the Fund's investment strategy. RiverSource Investments also has an economic conflict of interest in determining the allocation of the funds-of-funds' assets among the funds in the RiverSource Family of Funds as it earns different fees from such funds. RiverSource Investments monitors expense levels of the Funds and is committed to offering funds that are competitively priced. RiverSource Investments reports to the Board on the steps it has taken to manage any potential conflicts. See the SAI for information on investors who, as of 30 days after the end of the Funds' fiscal period, owned 5% or more of any class of a Fund's shares and those investors who owned 25% or more of a Fund's shares (all share classes taken together) including ownership by funds-of-funds.

Cash Reserves. A Fund may invest its daily cash balance in a money market fund selected by RiverSource Investments, including, but not limited to, RiverSource Short-Term Cash Fund (Short-Term Cash Fund), a money market fund established for the exclusive use of funds in the RiverSource Family of Funds and other institutional clients of RiverSource Investments. While Short-Term Cash Fund does not pay an advisory fee to RiverSource Investments, it does incur other expenses, and is expected to operate at a very low expense ratio. A Fund will invest in Short-Term Cash Fund or any other money market fund selected by RiverSource Investments only to the extent it is consistent with the Fund's investment objectives and policies. Short-Term Cash Fund is not insured or guaranteed by the FDIC or any other government agency.

Fund Holdings Disclosure. The Board has adopted policies and procedures that govern the timing and circumstances of disclosure to shareholders and third parties of information regarding the securities owned by the Funds. A description of these policies and procedures is included in the SAI.

Legal Proceedings. Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Fund or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Fund. Information regarding certain pending and settled legal proceedings may be found in the Funds' shareholder reports and in the SAI. Additionally, Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov.

Buying and Selling Shares | 125

BUYING AND SELLING SHARES

DESCRIPTION OF FUND SHARES

Each Fund may offer Class 1 and Class 2 shares to separate accounts (Accounts) funding variable annuity contracts and variable life insurance policies (Contracts) issued by affiliated and unaffiliated life insurance companies as well as qualified pension and retirement plans (Qualified Plans) and other qualified institutional investors authorized by the distributor. Not all Funds or share classes may be available under your Contract or Qualified Plan. Under a Rule 12b-1 plan adopted by the Trust, Class 2 shares pay an annual shareholder servicing and distribution ("12b-1") fee of up to 0.25% of average net assets. Each Fund pays this fee to the distributor. The distributor uses this fee to make payments to participating insurance companies or their affiliates for services that the participating insurance companies provide to Contract owners who invest in Class 2 shares, and for distribution related expenses. Additionally, the distributor may use this fee to make payments to Qualified Plan sponsors or their affiliates for similar services provided to Qualified Plans and their participants. Because these 12b-1 fees are paid out of a Fund's assets on an ongoing basis, over time they will increase the cost of your investment and may cost you more than other types of sales charges.

PRICING AND VALUING OF FUND SHARES

The net asset value (NAV) is the value of a single share of a Fund. The NAV is determined by dividing the value of the Fund's assets, minus any liabilities, by the number of shares outstanding. The NAV is calculated as of the close of business on the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time, on each day that the NYSE is open. Securities are valued primarily on the basis of market quotations and floating rate loans are valued primarily on the basis of indicative bids. Both market quotations and indicative bids are obtained from outside pricing services approved and monitored under procedures adopted by the Board. Certain short-term securities with maturities of 60 days or less are valued at amortized cost.

When reliable market quotations or indicative bids are not readily available, investments are priced at fair value based on procedures adopted by the Board. These procedures are also used when the value of an investment held by a Fund is materially affected by events that occur after the close of a securities market but prior to the time as of which the Fund's NAV is determined. Valuing investments at fair value involves reliance on judgment. The fair value of an investment is likely to differ from any available quoted or published price. To the extent that a Fund has significant holdings of small cap stocks, high yield bonds, floating rate loans, tax-exempt securities or foreign securities that may trade infrequently, fair valuation may be used more frequently than for other funds. The Funds use an unaffiliated service provider to assist in determining fair values for foreign securities.

Foreign investments are valued in U.S. dollars. Some of a Fund's securities may be listed on foreign exchanges that trade on weekends or other days when the Fund does not price its shares. In that event, the NAV of the Fund's shares may change on days when investors will not be able to purchase or sell the Fund's shares.

PURCHASING SHARES

As a Contract owner or participant in a Qualified Plan, you may not buy (nor will you own) shares of the Funds directly. You invest by buying a Contract or contributing to a Qualified Plan and making allocations to one or more Funds. Your purchase price will be the next NAV calculated after your request is received in good order by the Fund, a participating insurance company or Qualified Plan sponsor.

See your Contract prospectus or Qualified Plan disclosure documents, as applicable, for more information concerning allocations to the Funds, minimum and maximum payments and submission and acceptance of your application. Participants in Qualified Plans are encouraged to consult with their plan administrator for additional information.

TRANSFERRING/SELLING SHARES

There is no sales charge associated with the purchase of Fund shares, but there may be charges associated with your Contract or Qualified Plan. Any charges that apply to your Contract or Qualified Plan, and any charges that apply to Accounts that may own shares directly, are described in your Contract Prospectus or Qualified Plan disclosure documents.

You may transfer all or part of your investment in shares of the Fund to one or more of the other investment options available under your Contract or Qualified Plan.

You may provide instructions to sell any amount allocated to the Fund. Proceeds will be mailed within seven days after your surrender or withdrawal request is accepted by an authorized agent. The amount you receive

Buying and Selling Shares | 126

may be more or less than the amount you invested. Your sale price will be the next NAV calculated after your request is received in good order by the Fund or a participating insurance company or Qualified Plan sponsor.

Please refer to your Contract prospectus or Qualified Plan disclosure documents, as applicable, for more information about transfers as well as surrenders and withdrawals.

SHORT-TERM OR EXCESSIVE TRADING

The Board has adopted a policy that the Funds will not knowingly permit market timing. Market timing is frequent or short-term trading activity by certain investors in a fund intending to profit at the expense of other investors in a fund; for example, funds that invest in securities that trade on overseas securities markets may be vulnerable to market timers who seek to take advantage of changes in the values of securities between the close of overseas markets and the closure of U.S. markets in order to take advantage of inefficiencies in the fund's pricing of those securities. This type of short-term trading is sometimes referred to as "arbitrage" market timing. Market timing may adversely impact a fund's performance by preventing the investment manager from fully investing the assets of the fund, diluting the value of shares held by long-term shareholders, or increasing the fund's transaction costs. The Funds, when used as underlying funds for funds-of-funds, may be more susceptible to the risks of market timing. Funds that invest directly in securities that trade infrequently may be vulnerable to market timers. To the extent a Fund has significant holdings in foreign securities, small cap stocks, floating rate loans and/or high yield bonds, the risks of market timing may be greater for that Fund than for other funds. See "Principal Investment Strategies of the Fund" for each Fund in the "More Information About the Funds" section for a discussion of the types of securities in which your Fund invests. See "Pricing and Valuing of Fund Share" for a discussion of the Funds' policy on fair value pricing, which is intended, in part, to reduce the frequency and effect of market timing.

The Funds are currently offered as underlying funds for affiliated funds-of funds and as investment options under Contracts offered by affiliated insurance companies. Because the affiliated insurance companies process Fund trades on an omnibus basis and the Funds cannot generally ascertain the identity of a particular Contract owner or whether the same Contract owner has placed a particular purchase or sale order, the Board has not adopted procedures to monitor market timing activity at the Fund level, but rather has approved monitoring procedures designed to detect and deter market timing activities at the Contract level.

The procedures that are designed to detect and deter market timing activities at the Contract level cannot provide a guarantee that all market timing activity will be identified and restricted. In addition, state law and the terms of some Contracts may prevent or restrict the effectiveness of the market timing procedures from stopping certain market timing activity. Market timing activity that is not identified, prevented or restricted may impact the performance of the Fund.

Please refer to your Contract prospectus for specific details on transfers between investment options and market timing policies and procedures.

There can be no assurances that the affiliated insurance companies will be able to make such a determination and/or prevent or stop frequent trading activity. The ability of an affiliated insurance company to detect and curtail excessive trading may be limited by operational systems and technological limitations. Also, Contract owners seeking to engage in market timing may deploy a variety of strategies to avoid detection.

Distributions and Taxes | 127

DISTRIBUTIONS AND TAXES

REINVESTMENTS

TAXES

Each of the following Funds intends to distribute dividends and capital gains to shareholders in order to qualify as a regulated investment company and to avoid paying corporate income and excise taxes: RiverSource VP - Limited Duration Bond Fund, RiverSource VP - Strategic Income Fund, VP - AllianceBernstein International Value Fund, VP - American Century Diversified Bond Fund, VP - Eaton Vance Floating-Rate Income Fund, VP - International Fund, , VP - Invesco International Growth Fund VP - J.P. Morgan Core Bond Fund, VP - Mondrian International Small Cap Fund, VP - Morgan Stanley Global Real Estate Fund, VP - PIMCO Mortgage-Backed Securities Fund, VP - Pyramis International Equity Fund and VP - Wells Fargo Short Duration Government Fund.

Each of the following Funds will be treated as partnerships for federal income tax purposes, and do not expect to make regular distributions to shareholders:
VP - American Century Growth Fund, VP - Jennison Mid Cap Growth Fund, VP - MFS Value Fund, VP - Marsico Growth Fund, VP - NFJ Dividend Value Fund, VP - Partners Small Cap Growth Fund, VP - U.S. Equity Fund and VP - UBS Large Cap Growth Fund.

Each Fund intends to comply with the regulations relating to the diversification requirements under section 817(h) of the Internal Revenue Code.

Federal income taxation of subaccounts, life insurance companies and annuity contracts or life insurance policies is discussed in your annuity contract or life insurance policy prospectus.

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RIVERSOURCE VARIABLE PORTFOLIO FUNDS
734 Ameriprise Financial Center
Minneapolis, MN 55474

Additional information about the Funds and their investments is available in the Funds' SAI. The SAI is incorporated by reference in this prospectus. For a free copy of the SAI or to request other information about the Funds or to make a shareholder inquiry, contact your financial intermediary or RiverSource Family of Funds at 1(800) 221-2450 or through the address listed above.

Since shares of the Funds are offered generally only to separate accounts funding variable annuity contracts and variable life insurance policies issued by affiliated and unaffiliated life insurance companies as well as qualified pension and retirement plans and other qualified institutional investors authorized by the distributor, they are not offered to the public. Because of this, the Funds' offering documents and shareholder reports are not available on our public website at riversource.com/funds.

Information about the Funds, including the SAI, can be viewed at the Securities and Exchange Commission's (Commission) Public Reference Room in Washington, D.C. (for information about the public reference room call 1-202-551-8090). Reports and other information about the Funds are available on the EDGAR Database on the Commission's Internet site at www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following E-mail address: publicinfo@sec.gov, or by writing to the Commission's Public Reference Section, Washington, D.C. 20549-1520.

Investment Company Act File #: 811-22127

S-6546-99 A (4/10)

STATEMENT OF ADDITIONAL INFORMATION
APRIL 14, 2010

RIVERSOURCE VARIABLE SERIES TRUST
Variable Portfolio - Aggressive Portfolio Variable Portfolio - Conservative Portfolio Variable Portfolio - Moderate Portfolio Variable Portfolio - Moderately Aggressive Portfolio Variable Portfolio - Moderately Conservative Portfolio

Each fund offers Class 2 and Class 4 shares.

This is the Statement of Additional Information (SAI) for each of the funds listed above. This SAI is not a prospectus. It should be read together with the appropriate current fund prospectus dated the same date as this SAI. For a free copy of a fund prospectus, or when available, annual or semiannual report, contact your financial intermediary or write to RiverSource Family of Funds, 734 Ameriprise Financial Center, Minneapolis, MN 55474 or call 1 (800) 221-2450.

Each fund is governed by a Board of Trustees (the "Board") that meets regularly to review a wide variety of matters affecting the funds. Detailed information about fund governance, the funds' investment manager, RiverSource Investments, LLC (the "investment manager" or "RiverSource Investments"), a wholly-owned subsidiary of Ameriprise Financial, Inc. ("Ameriprise Financial"), and other aspects of fund management can be found by referencing the Table of Contents or the List of Tables on the following page.

TABLE OF CONTENTS

Fundamental and Nonfundamental Investment Policies .............................   p.  3
Investment Strategies and Types of Investments of the Funds ....................   p.  4
Information Regarding Risks and Investment Strategies ..........................   p.  5
Securities  Transactions .......................................................   p. 32
Brokerage Commissions Paid to Brokers Affiliated with the Investment Manager ...   p. 34
Valuing  Fund Shares ...........................................................   p. 34
Portfolio Holdings Disclosure ..................................................   p. 35
Proxy Voting ...................................................................   p. 36
Investing in a Fund ............................................................   p. 39
Selling Shares .................................................................   p. 39
Taxes ..........................................................................   p. 39
Service Providers ..............................................................   p. 40
Organizational Information .....................................................   p. 44
Board Members and Officers .....................................................   p. 50
Information Regarding Pending and Settled Legal Proceedings ....................   p. 56
Independent Registered Public Accounting Firm ..................................   p. 57
Appendix A: Description of Ratings .............................................   p. 58

LIST OF TABLES

1.  Fund Fiscal Year Ends and Investment Categories ............................   p.  3
2.  Investment Strategies and Types of Investments of the Underlying Funds .....   p.  4
3.  Portfolio Managers .........................................................   p. 41
4.  Fund History Table for RiverSource Family of Funds .........................   p. 44
5.  Board Members ..............................................................   p. 50
6.  Fund Officers ..............................................................   p. 52
7.  Board Member Holdings -- All Funds .........................................   p. 55

Throughout this SAI, the funds are referred to as follows:

Variable Portfolio - Aggressive Portfolio (Aggressive Portfolio) Variable Portfolio - Conservative Portfolio (Conservative Portfolio) Variable Portfolio - Moderate Portfolio (Moderate Portfolio) Variable Portfolio - Moderately Aggressive Portfolio (Moderately Aggressive Portfolio)
Variable Portfolio - Moderately Conservative Portfolio (Moderately Conservative Portfolio)

Aggressive Portfolio, Conservative Portfolio, Moderate Portfolio, Moderately Aggressive Portfolio and Moderately Conservative Portfolio are singularly and collectively, where the context requires, referred to as either "the fund," "each fund" or "the funds." The funds in which these funds invest are referred to as the "underlying funds" or "acquired funds."

The table that follows lists each fund's fiscal year end and investment category.

TABLE 1. FUND FISCAL YEAR ENDS AND INVESTMENT CATEGORIES

FUND                                FISCAL YEAR END   FUND INVESTMENT CATEGORY
----                                ---------------   ----------------------------
Aggressive Portfolio                December 31       Fund-of-funds - equity
Conservative Portfolio              December 31       Fund-of-funds - fixed income
Moderate Portfolio                  December 31       Fund-of-funds - equity
Moderately Aggressive Portfolio     December 31       Fund-of-funds - equity
Moderately Conservative Portfolio   December 31       Fund-of-funds - fixed income

FUNDAMENTAL AND NONFUNDAMENTAL INVESTMENT POLICIES

Fundamental investment policies adopted by a fund cannot be changed without the approval of a majority of the outstanding voting securities of the fund as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Nonfundamental investment policies may be changed by the Board at any time.

Notwithstanding any of a fund's other investment policies, each fund may invest its assets in open-end management investment companies (i.e. underlying funds) that may have similar investment objectives, policies, and restrictions as the fund. Fund-of-funds, such as the funds, invest in a combination of underlying funds. These underlying funds have adopted their own investment policies that may be more or less restrictive than those of the funds. The policies of the underlying funds may permit a fund to engage in investment strategies indirectly that would otherwise be prohibited under the fund's investment structure.

FUNDAMENTAL POLICIES

Fundamental policies are policies that can be changed only with shareholder approval.

FOR EACH FUND:

- The Fund will not act as an underwriter (sell securities for others). However, under the securities laws, the fund may be deemed to be an underwriter when it purchases securities directly from the issuer and later resells them.

- The Fund will not lend securities or participate in an interfund lending program if the total of all such loans would exceed 33 1/3% of the fund's total assets except this fundamental investment policy shall not prohibit the fund from purchasing money market securities, loans, loan participation or other debt securities, or from entering into repurchase agreements.

- The Fund will not borrow money, except for temporary purposes (not for leveraging or investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings) immediately after the borrowings.

- The Fund will not buy or sell real estate, unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business or real estate investment trusts. For purposes of this policy, real estate includes real estate limited partnerships.

- The Fund will not buy or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the fund from buying or selling options, futures contracts and foreign currency or from entering into forward currency contracts or from investing in securities or other instruments backed by, or whose value is derived from, physical commodities.

- The Fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.

- The Fund will not concentrate in any one industry. According to the present interpretation by the Securities and Exchange Commission (SEC), this means that up to 25% of the fund's total assets, based on current market value at time of purchase, can be invested in any one industry.

- The Fund will not purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (a) up to 25% of its total assets may be invested without regard to these limitations and (b) a Fund's assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief.

NONFUNDAMENTAL POLICIES

Nonfundamental policies are policies that can be changed by the Board without shareholder approval. The following nonfundamental policies are in addition to those described in the prospectus.

- No more than 15% of the fund's net assets will be held in securities and other instruments that are illiquid.

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS OF THE FUNDS

The funds seek their investment objectives by investing in a combination of underlying funds and in derivative instruments. A description of the risks associated with the funds' investments in the underlying funds and derivatives follows Table 2. This table shows many of the various investment strategies and investments the funds are allowed to engage in and purchase. It is intended to show the breadth of investments that the investment manager or subadviser (individually and collectively, the "investment manager") may make on behalf of an underlying fund. For a description of principal risks for an individual underlying fund, please see the applicable prospectus for that fund. Notwithstanding a fund's ability to utilize these strategies and investments, the investment manager is not obligated to use them at any particular time. For example, even though the investment manager is authorized to adopt temporary defensive positions and is authorized to attempt to hedge against certain types of risk, these practices are left to the investment manager's sole discretion.

Table 2 below describes the various investment strategies and types of investments the underlying funds are allowed to engage in by asset class as described in the fund's prospectus. A black circle indicates that the investment strategy or type of investment is generally authorized for that asset class. Exceptions are noted in the footnotes to the table.

TABLE 2. INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS OF THE UNDERLYING FUNDS

                                                 AUTHORIZED FOR UNDERLYING FUND
                                                 ------------------------------
INVESTMENT STRATEGY                               CASH   EQUITY   FIXED INCOME
-------------------                               ----   ------   ------------
Agency and government securities                    -       -           -
Borrowing                                           -       -           -
Cash/money market instruments                       -       -           -
Collateralized bond obligations                    --       -           -
Commercial paper                                    -       -           -
Common stock                                       --       -           -
Convertible securities                             --       -           -
Corporate bonds                                     A       -           -
Debt obligations                                    -       -           -
Depositary receipts                                --       -           -
Derivative instruments                             --       -           -

                                                 AUTHORIZED FOR UNDERLYING FUND
                                                 ------------------------------
INVESTMENT STRATEGY                               CASH   EQUITY   FIXED INCOME
-------------------                               ----   ------   ------------
Exchange-traded funds                              --       -           -
Floating rate loans                                --      --           -
Foreign currency transactions                      --       -           -
Foreign securities                                  -       -           -
Funding agreements                                  -       -           -
High yield debt securities (junk bonds)            --       -           -
Illiquid and restricted securities                  -       -           -
Indexed securities                                 --       -           -
Inflation protected securities                     --       -           -
Initial Public Offerings (IPOs)                     -       -           -
Inverse floaters                                   --      --           -
Investment companies                                -       -           -
Lending of portfolio securities                     -       -           -
Loan participations                                --       -           -
Mortgage- and asset-backed securities               -       -           -
Mortgage dollar rolls                              --       -           -
Municipal obligations                              --       -           -
Pay-in-kind securities                             --       -           -
Preferred stock                                    --       -           -
Real estate investment trusts                      --       -           -
Repurchase agreements                               -       -           -
Reverse repurchase agreements                       -       -           -
Short sales                                        --       B           B
Sovereign debt                                      -       -           -
Structured investments                             --       -           -
Swap agreements                                    --       -           -
Variable- or floating-rate securities               -       -           -
Warrants                                           --       -           -
When-issued securities and forward commitments     --       -           -
Zero-coupon and step-coupon securities              -       -           -

A. While the fund is prohibited from investing in corporate bonds, it may invest in securities classified as corporate bonds if they meet the requirements of Rule 2a-7 of the 1940 Act.

B. The funds are not prohibited from engaging in short sales, however, each fund will seek Board approval prior to utilizing short sales as an active part of its investment strategy.

INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES

RISKS

The following is a summary of risk characteristics applicable to the underlying funds and, where noted, applicable to the funds. Because the funds invest in the underlying funds, the funds will be subject to the same risks as the underlying funds in direct proportion to the allocation of the funds' assets among the underlying funds. Following this summary is a description of certain investments and investment strategies and the risks most commonly associated with them (including certain risks not described below and, in some cases, a more comprehensive discussion of how the risks apply to a particular investment or investment strategy). A mutual fund's risk profile is largely defined by the fund's primary portfolio holdings and investment strategies. However, most mutual funds are allowed to use certain other strategies and investments that may have different risk characteristics. Accordingly, one or more of the following types of risk may be associated with a fund at any time (for a description of principal risks and investment strategies for an individual fund, please see that fund's prospectus):

ACTIVE MANAGEMENT RISK. The funds and certain of the underlying funds are actively managed; performance will reflect in part the ability of the portfolio managers to select securities and to make investment decisions that are suited to achieving the fund's investment objective. Due to its active management, a fund could underperform other mutual funds with similar investment objectives and strategies.

AFFILIATED FUND RISK. For fund-of-funds, such as the funds, the risk that the investment manager may have potential conflicts of interest in selecting underlying funds because the fees paid to it by some underlying funds are higher than the fees paid by other underlying funds. However, the investment manager is a fiduciary to the funds and is legally obligated to act in the fund's best interests when selecting underlying funds.

ALLOCATION RISK. For fund-of-funds, the risk that the investment manager's evaluations regarding asset classes or underlying fund, and the funds' allocations thereto, may be incorrect. Because the assets of the fund will be invested in underlying funds, the fund's investment performance is directly related to the investment performance of the underlying funds in which it invests. The ability of the fund to realize its investment objective(s) will depend, in part, on the extent to which the underlying funds realize their investment objectives. There is no guarantee that the underlying funds will achieve their investment objectives. There is also a risk that the selected underlying funds' performance may be lower than the performance of the asset class they were selected to represent or may be lower than the performance of alternative underlying funds that could have been selected to represent the asset class. Also, the fund is exposed to the same risks as the underlying funds in direct proportion to the allocation of its assets among the underlying funds.

BORROWING RISK. For the funds and underlying funds, to the extent the fund borrows money for investment purposes, which is commonly referred to as "leveraging," the fund's exposure to fluctuations in the prices of its assets will be increased as compared to the fund's exposure if the fund did not borrow. The fund's borrowing activities will exaggerate any increase or decrease in the net asset value of the fund. In addition, the interest which the fund pays on borrowed money, together with any additional costs of maintaining a borrowing facility, are additional costs borne by the fund and could reduce or eliminate any net investment profits. Unless profits on assets acquired with borrowed funds exceed the costs of borrowing, the use of borrowing will diminish the investment performance of the fund compared with what it would have been without borrowing. When the fund borrows money it must comply with certain asset coverage requirements, which at times may require the fund to dispose of some of its holdings, even though it may be disadvantageous to do so at the time.

CONFIDENTIAL INFORMATION ACCESS RISK. In managing the underlying fund, the investment manager normally will seek to avoid the receipt of material, non-public information (Confidential Information) about the issuers of floating rate loans being considered for acquisition by the fund, or held in the underlying fund. In many instances, issuers of floating rate loans offer to furnish Confidential Information to prospective purchasers or holders of the issuer's floating rate loans to help potential investors assess the value of the loan. The investment manager's decision not to receive Confidential Information from these issuers may disadvantage the underlying fund as compared to other floating rate loan investors, and may adversely affect the price the underlying fund pays for the loans it purchases, or the price at which the underlying fund sells the loans. Further, in situations when holders of floating rate loans are asked, for example, to grant consents, waivers or amendments, the investment manager's ability to assess the desirability of such consents, waivers or amendments may be compromised. For these and other reasons, it is possible that the investment manager's decision under normal circumstances not to receive Confidential Information could adversely affect the underlying fund's performance.

COMMON STOCK RISK. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the fund. Also, the prices of common stocks are sensitive to general movements in the stock market and a drop in the stock market may depress the price of common stocks to which the fund has exposure. Common stock prices fluctuate for several reasons, including changes to investors' perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting an issuer occurs. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.

COUNTERPARTY RISK. For the funds and certain of the underlying funds, counterparty risk is the risk that a counterparty to a financial instrument entered into by the fund or held by a special purpose or structured vehicle becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The fund may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The fund may obtain only limited recovery or may obtain no recovery in such circumstances. The fund will typically enter into financial instrument transactions with counterparties whose credit rating is investment grade, or, if unrated, determined to be of comparable quality by the investment manager.

securities. The prices of lower grade securities are more sensitive to negative developments, such as a decline in the issuer's revenues or a general economic downturn, than are the prices of higher grade securities. Fixed income securities of below investment grade quality are predominantly speculative with respect to the issuer's capacity to pay interest and repay principal when due and therefore involve a greater risk of default. If the fund purchases unrated securities, or if the rating of a security is reduced after purchase, the fund will depend on the investment manager's analysis of credit risk more heavily than usual.

DERIVATIVES RISK. The funds and certain of the underlying funds may invest in derivatives. Derivatives are financial instruments that have a value which depends upon, or is derived from, the value of something else, such as one or more underlying securities, pools of securities, options, futures, indexes or currencies. Losses involving derivative instruments may be substantial, because a relatively small price movement in the underlying security(ies), instrument, currency or index may result in a substantial loss for the fund. In addition to the potential for increased losses, the use of derivative instruments may lead to increased volatility within a fund. Derivative instruments in which the fund invests will typically increase the fund's exposure to its principal risks (as described in the fund's prospectus) to which it is otherwise exposed, and may expose the fund to additional risks, including correlation risk, counterparty credit risk, hedging risk, leverage risk, and liquidity risk.

Counterparty credit risk is the risk that a counterparty to the derivative instrument becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, and the fund may obtain no recovery of its investment or may only obtain a limited recovery, and any recovery may be delayed.

Leverage risk is the risk that losses from the derivative instrument may be greater than the amount invested in the derivative instrument. Certain derivatives have the potential for unlimited losses, regardless of the size of the initial investment.

Liquidity risk is the risk that the derivative instrument may be difficult or impossible to sell or terminate, which may cause the fund to be in a position to do something the investment manager would not otherwise choose, including accepting a lower price for the derivative instrument, selling other investments or foregoing another, more appealing investment opportunity. Derivative instruments, which are not traded on an exchange, including, but not limited to, forward contracts, swaps, and over-the-counter options may have liquidity risk.

Certain derivatives have the potential for unlimited losses regardless of the size of the initial investment.

EXCHANGE-TRADED FUND (ETF) RISK. An ETF's share price may not track its specified market index and may trade below its net asset value. ETFs generally use a "passive" investment strategy and will not attempt to take defensive positions in volatile or declining markets. An active secondary market in an ETF's shares may not develop or be maintained and may be halted or interrupted due to actions by its listing exchange, unusual market conditions or other reasons. There can be no assurance an ETF's shares will continue to be listed on an active exchange. In addition, shareholders bear both their proportionate share of the fund's expenses and similar expenses incurred through ownership of the ETF.

The funds generally expect to purchase shares of ETFs through broker-dealers in transactions on a securities exchange, and in such cases the funds will pay customary brokerage commissions for each purchase and sale. Shares of an ETF may also be acquired by depositing a specified portfolio of the ETF's underlying securities, as well as a cash payment generally equal to accumulated dividends of the securities (net of expenses) up to the time of deposit, with the ETF's custodian, in exchange for which the ETF will issue a quantity of new shares sometimes referred to as a "creation unit". Similarly, shares of an ETF purchased on an exchange may be accumulated until they represent a creation unit, and the creation unit may redeemed in kind for a portfolio of the underlying securities (based on the ETF's net asset value) together with a cash payment generally equal to accumulated dividends as of the date of redemption. The funds may redeem creation units for the underlying securities (and any applicable cash), and may assemble a portfolio of the underlying securities (and any required cash) to purchase creation units. The funds' ability to redeem creation units may be limited by the 1940 Act, which provides that ETFs will not be obligated to redeem shares held by the funds in an amount exceeding one percent of their total outstanding securities during any period of less than 30 days.

There is a risk that ETFs in which a fund invests may terminate due to extraordinary events. For example, any of the service providers to ETFs, such as the trustee or sponsor, may close or otherwise fail to perform their obligations to the ETF, and the ETF may not be able to find a substitute service provider. Also, ETFs may be dependent upon licenses to use the various indices as a basis for determining their compositions and/or otherwise to use certain trade names. If these licenses are terminated, the ETFs may also terminate. In addition, an ETF may terminate if its net assets fall below a certain amount.

FOREIGN CURRENCY RISK. The fund's exposure to foreign currencies subjects the fund to constantly changing exchange rates and the risk that those currencies will decline in value relative to the U.S. dollar, or, in the case of short positions, that the U.S. dollar will decline in value relative to the currency being sold forward. Currency rates in foreign countries may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates and economic or political developments in the U.S. or abroad. As a result, the fund's exposure to foreign currencies may reduce the returns of the fund. Trading of foreign currencies also includes the risk of clearing and settling trades which, if prices are volatile, may be difficult or impossible.

RISKS OF FOREIGN INVESTING. Foreign securities are securities of issuers based outside the United States. An issuer is deemed to be based outside the United States if it is organized under the laws of another country. Foreign securities are primarily denominated in foreign currencies. In addition to the risks normally associated with domestic securities of the same type, foreign securities are subject to the following risks:

Country risk includes the political, economic, and other conditions of the country. These conditions include lack of publicly available information, less government oversight and regulation of business and industry practices of stock exchanges, brokers and listed companies than in the U.S. (including lack of uniform accounting, auditing, and financial reporting standards comparable to those applicable to domestic companies). In addition, with certain foreign countries, there is the possibility of nationalization, expropriation, the imposition of additional withholding or confiscatory taxes, political, social, or economic instability, diplomatic developments that could affect investments in those countries, or other unforeseen actions by regulatory bodies (such as changes to settlement or custody procedures). It may be more difficult for an investor's agents to keep currently informed about corporate actions such as stock dividends or other matters that may affect the prices of portfolio securities. The liquidity of foreign investments may be more limited than for most U.S. investments, which means that, at times it may be difficult to sell foreign securities at desirable prices. Payment for securities without delivery may be required in certain foreign markets and, when participating in new issues, some foreign countries require payment to be made in advance of issuance (at the time of issuance, the market value of the security may be more or less than the purchase price). Fixed commissions on some foreign stock exchanges are generally higher than negotiated commissions on U.S. exchanges. Further, the Fund may encounter difficulties or be unable to pursue legal remedies and obtain judgments in foreign courts. The introduction of a single currency, the euro, on Jan. 1, 1999 for participating European nations in the Economic and Monetary Union (EU) presents unique risks. The most important is the exposure to the economic, political and social development of the member countries in the EU.

Currency risk results from the constantly changing exchange rates between local currency and the U.S. dollar. Whenever the fund holds securities valued in a foreign currency or holds the currency, changes in the exchange rate add to or subtract from the value of the investment.

Emerging markets risk includes the dramatic pace of change (economic, social, and political) in these countries as well as the other considerations listed above. These markets are in early stages of development and are extremely volatile. They can be marked by extreme inflation, devaluation of currencies, dependence on trade partners, and hostile relations with neighboring countries.

GEOGRAPHIC CONCENTRATION RISK. The fund may be particularly susceptible to economic, political or regulatory events affecting companies and countries within the specific geographic region in which the fund focuses its investments. Currency devaluations could occur in countries that have not yet experienced currency devaluation to date, or could continue to occur in countries that have already experienced such devaluations. As a result, the fund may be more volatile than a more geographically diversified fund.

not limited to: management's taking over control of a company (leveraged buy-out); reorganizing the assets and liabilities of a company (leveraged recapitalization); or acquiring another company. Loans or securities that are part of highly leveraged transactions involve a greater risk (including default and bankruptcy) than other investments.

IMPAIRMENT OF COLLATERAL RISK. The value of collateral, if any, securing a floating rate loan can decline, and may be insufficient to meet the borrower's obligations or difficult to liquidate. In addition, the fund's access to collateral may be limited by bankruptcy or other insolvency laws. Further, certain floating rate loans may not be fully collateralized and may decline in value.

INFLATION-PROTECTED SECURITIES RISK. Inflation-protected debt securities tend to react to change in real interest rates. Real interest rates can be described as nominal interest rates minus the expected impact of inflation. In general, the price of an inflation-protected debt security falls when real interest rates rise, and rises when real interest rates fall. Interest payments on inflation-protected debt securities will vary as the principal and/or interest is adjusted for inflation and may be more volatile than interest paid on ordinary bonds. In periods of deflation, the fund may have no income at all. Income earned by a shareholder depends on the amount of principal invested and that principal cannot seek to grow with inflation unless the investor reinvests the portion of fund distributions that comes from inflation adjustments.

INITIAL PUBLIC OFFERING (IPO) RISK. IPOs are subject to many of the same risks as investing in companies with smaller market capitalizations. To the extent a fund determines to invest in IPOs it may not be able to invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an IPO may be made available. The investment performance of a fund during periods when it is unable to invest significantly or at all in IPOs may be lower than during periods when the fund is able to do so. In addition, as a fund increases in size, the impact of IPOs on the fund's performance will generally decrease. IPOs will frequently be sold within 12 months of purchase. This may result in increased short-term capital gains, which will be taxable to shareholders as ordinary income.

INTEREST RATE RISK. The securities in the fund's portfolio are subject to the risk of losses attributable to changes in interest rates. Interest rate risk is generally associated with bond prices: when interest rates rise, bond prices generally fall. In general, the longer the maturity or duration of a bond, the greater its sensitivity to changes in interest rates. Interest rate changes also may increase prepayments of debt obligations, which in turn would increase prepayment risk.

ISSUER RISK. An issuer, or the value of its securities, may perform poorly. Poor performance may be caused by poor management decisions, competitive pressures, breakthroughs in technology, reliance on suppliers, labor problems or shortages, corporate restructurings, fraudulent disclosures, or other factors.

LEVERAGE RISK. Leverage occurs when the fund increases its assets available for investment using borrowings, short sales, derivatives, or similar instruments or techniques. Due to the fact that short sales involve borrowing securities and then selling them, the fund's short sales effectively leverage the fund's assets. The use of leverage may make any change in the fund's net asset value ("NAV") even greater and thus result in increased volatility of returns. The fund's assets that are used as collateral to secure the short sales may decrease in value while the short positions are outstanding, which may force the fund to use its other assets to increase the collateral. Leverage can also create an interest expense that may lower the fund's overall returns. Lastly, there is no guarantee that a leveraging strategy will be successful.

LIQUIDITY RISK. The risk associated from a lack of marketability of securities which may make it difficult or impossible to sell at desirable prices in order to minimize loss. The fund may have to lower the selling price, sell other investments, or forego another, more appealing investment opportunity.

MARKET RISK. The market value of securities may fall or fail to rise. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. The market value of securities may fluctuate, sometimes rapidly and unpredictably. This risk is generally greater for small and mid-sized companies, which tend to be more vulnerable to adverse developments. In addition, focus on a particular style, for example, investment in growth or value securities, may cause the fund to underperform other mutual funds if that style falls out of favor with the market.

MORTGAGE-RELATED AND OTHER ASSET-BACKED SECURITIES RISK. Generally, rising interest rates tend to extend the duration of fixed rate mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, if a fund holds mortgage-related securities, it may exhibit additional volatility. This is known as extension risk. In addition, adjustable and fixed rate mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their mortgages sooner.

NON-DIVERSIFICATION RISK. The funds are diversified funds. Certain of the underlying funds are non-diversified funds. A non-diversified fund may invest more of its assets in fewer companies than if it were a diversified fund. Because each investment has a greater effect on the fund's performance, the fund may be more exposed to the risks of loss and volatility than a fund that invests more broadly.

PREPAYMENT AND EXTENSION RISK. The risk that a bond or other security might be called, or otherwise converted, prepaid, or redeemed, before maturity. This risk is primarily associated with asset-backed securities, including mortgage backed securities. If a security is converted, prepaid, or redeemed, before maturity, particularly during a time of declining interest rates, the portfolio managers may not be able to reinvest in securities providing as high a level of income, resulting in a reduced yield to the fund. Conversely, as interest rates rise, the likelihood of prepayment decreases. The portfolio managers may be unable to capitalize on securities with higher interest rates because the fund's investments are locked in at a lower rate for a longer period of time.

QUANTITATIVE MODEL RISK. Securities selected using quantitative methods may perform differently from the market as a whole as a result of the factors used in the quantitative method, the weight placed on each factor, and changes in the factors' historical trends. The quantitative methodology employed by the investment manager has been extensively tested using historical securities market data, but has only recently begun to be used to manage mutual funds. There can be no assurance that the methodology will enable the fund to achieve its objective.

REAL ESTATE INDUSTRY RISK. Certain underlying funds concentrate their investments in securities of companies operating in the real estate industry, making the fund more susceptible to risks associated with the ownership of real estate and with the real estate industry in general. These risks can include fluctuations in the value of the underlying properties, defaults by borrowers or tenants, market saturation, decreases in market rates for rents, and other economic, political, or regulatory occurrences affecting the real estate industry, including REITs.

SECTOR RISK. If an underlying fund emphasizes one or more economic sectors, it may be more susceptible to the financial, market or economic events affecting the particular issuers and industries in which it invests than funds that do not emphasize particular sectors. The more a fund diversifies across sectors, the more it spreads risk and potentially reduces the risks of loss and volatility.

SMALL AND MID-SIZED COMPANY RISK. Investments in small and medium companies often involve greater risks than investments in larger, more established companies because small and medium companies may lack the management experience, financial resources, product diversification, experience, and competitive strengths of larger companies. Additionally, in many instances the securities of small and medium companies are traded only over-the-counter or on regional securities exchanges and the frequency and volume of their trading is substantially less and may be more volatile than is typical of larger companies.

RISKS OF UNDERLYING FUNDS SELECTION. By investing in a combination of underlying funds, the funds have exposure to the risks of many areas of the market. Additionally, because each fund is structured with a different risk/return profile, the risks are typically greater for Moderate Portfolio relative to Conservative Portfolio, and greater still for Aggressive Portfolio relative to both Moderate Portfolio and Conservative Portfolio. A description of the more common principal risks to which the underlying funds (and thus, the funds) are subject to are identified in the funds' prospectus.

VALUE SECURITIES RISK. Value securities involve the risk that they may never reach what the investment manager believes is their full market value either because the market fails to recognize the stock's intrinsic worth or the investment manager misgauged that worth. They also may decline in price, even though in theory they are already undervalued. Because different types of stocks tend to shift in and out of favor depending on market and economic conditions, the Fund's performance may sometimes be lower or higher than that of other types of funds (such as those emphasizing growth stocks).

INVESTMENT STRATEGIES

As described in the funds' prospectus, the funds seek their investment objectives by investing in a combination of underlying funds and in derivative instruments. The following information supplements the discussion of each underlying fund's investment objectives and strategies that are described in the funds' prospectus. The following describes strategies that underlying funds, and where noted the funds, may use and types of securities that they purchase. Please refer to the table titled Investment Strategies and Types of Investments of the Underlying Funds to see which are applicable to various categories of funds.

AGENCY AND GOVERNMENT SECURITIES

The U.S. government, its agencies and instrumentalities, and government sponsored enterprises issue many different types of securities. U.S. Treasury bonds, notes, and bills and securities, including mortgage pass through certificates of the Government National Mortgage Association (GNMA), are guaranteed by the U.S. government.

Other U.S. government securities are issued or guaranteed by federal agencies or instrumentalities or government-sponsored enterprises but are not guaranteed by the U.S. government. This may increase the credit risk associated with these investments. Government-sponsored entities issuing securities include privately owned, publicly chartered entities created to reduce borrowing costs for certain sectors of the economy, such as farmers, homeowners, and students. They include the Federal Farm Credit Bank System, Farm Credit Financial Assistance Corporation, Federal Home Loan Bank, Federal Home Loan Mortgage Corporation* (FHLMC), Federal National Mortgage Association* (FNMA), Student Loan Marketing Association (SLMA), and Resolution Trust Corporation (RTC). Government-sponsored entities may issue discount notes (with maturities ranging from overnight to 360 days) and bonds. Agency and government securities are subject to the same concerns as other debt obligations. (See also Debt Obligations and Mortgage- and Asset-Backed Securities.)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with agency and government securities include:
Inflation Risk, Interest Rate Risk, Prepayment and Extension Risk, and Reinvestment Risk.

* On Sept. 7, 2008, the Federal Housing Finance Agency (FHFA), an agency of the U.S. government, placed the FHLMC and FNMA into conservatorship, a statutory process with the objective of returning the entities to normal business operations. FHFA will act as the conservator to operate the enterprises until they are stabilized.

BORROWING

For the funds and the underlying funds, if the fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If the fund makes additional investments while borrowings are outstanding, this may be considered a form of leverage. Under the 1940 Act, the fund is required to maintain continuous asset coverage of 300% with respect to such borrowings and to sell (within three days) sufficient portfolio holdings to restore such coverage if it should decline to less than 300% due to market fluctuations or otherwise, even if such liquidations of the fund's holdings may be disadvantageous from an investment standpoint. Leveraging by means of borrowing may exaggerate the effect of any increase or decrease in the value of portfolio securities or the fund's NAV, and money borrowed will be subject to interest and other costs (which may include commitment fees and/or the cost of maintaining minimum average balances) which may or may not exceed the income received from the securities purchased with borrowed funds.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with borrowing include: Borrowing Risk and Inflation Risk.

CASH/MONEY MARKET INSTRUMENTS

Cash-equivalent investments include short-term U.S. and Canadian government securities and negotiable certificates of deposit, non-negotiable fixed-time deposits, bankers' acceptances, and letters of credit of banks or savings and loan associations having capital, surplus, and undivided profits (as of the date of its most recently published annual financial statements) in excess of $100 million (or the equivalent in the instance of a foreign branch of a U.S. bank) at the date of investment. A fund also may purchase short-term notes and obligations of U.S. and foreign banks and corporations and may use repurchase agreements with broker-dealers registered under the Securities Exchange Act of 1934 and with commercial banks. (See also Commercial Paper, Debt Obligations, Repurchase Agreements, and Variable- or Floating-Rate Securities.) These types of instruments generally offer low rates of return and subject a fund to certain costs and expenses. See Appendix A for a discussion of securities ratings.

Bankers' acceptances are marketable short-term credit instruments used to finance the import, export, transfer or storage of goods. They are termed "accepted" when a bank guarantees their payment at maturity.

Bank certificates of deposit are certificates issued against funds deposited in a bank (including eligible foreign branches of U.S. banks), are for a definite period of time, earn a specified rate of return and are normally negotiable.

A fund may invest its daily cash balance in RiverSource Short-Term Cash Fund, a money market fund established for the exclusive use of the RiverSource funds and other institutional clients of RiverSource Investments.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with cash/money market instruments include: Credit Risk and Inflation Risk.

COLLATERALIZED BOND OBLIGATIONS

Collateralized bond obligations (CBOs) are investment grade bonds backed by a pool of bonds, which may include junk bonds. CBOs are similar in concept to collateralized mortgage obligations (CMOs), but differ in that CBOs represent different degrees of credit quality rather than different maturities. (See also Mortgage- and Asset-Backed Securities.) Underwriters of CBOs package a large and diversified pool of high-risk, high-yield junk bonds, which is then separated into "tiers." Typically, the first tier represents the higher quality collateral and pays the lowest interest rate; the second tier is backed by riskier bonds and pays a higher rate; the third tier represents the lowest credit quality and instead of receiving a fixed interest rate receives the residual interest payments -- money that is left over after the higher tiers have been paid. CBOs, like CMOs, are substantially overcollateralized and this, plus the diversification of the pool backing them, may earn certain of the tiers investment-grade bond ratings. Holders of third-tier CBOs stand to earn high yields or less money depending on the rate of defaults in the collateral pool.
(See also High-Yield Debt Securities (Junk Bonds).)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with CBOs include: Credit Risk, Interest Rate Risk, and Prepayment and Extension Risk.

COMMERCIAL PAPER

Commercial paper is a short-term debt obligation with a maturity ranging from 2 to 270 days issued by banks, corporations, and other borrowers. It is sold to investors with temporary idle cash as a way to increase returns on a short-term basis. These instruments are generally unsecured, which increases the credit risk associated with this type of investment. (See also Debt Obligations and Illiquid and Restricted Securities.)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with commercial paper include: Credit Risk and Liquidity Risk.

COMMON STOCK

Common stock represents units of ownership in a corporation. Owners typically are entitled to vote on the selection of directors and other important matters as well as to receive dividends on their holdings. In the event that a corporation is liquidated, the claims of secured and unsecured creditors and owners of bonds and preferred stock take precedence over the claims of those who own common stock.

The price of common stock is generally determined by corporate earnings, type of products or services offered, projected growth rates, experience of management, liquidity, and general market conditions for the markets on which the stock trades.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with common stock include: Issuer Risk, Market Risk, and Small and Mid-Sized Company Risk.

CONVERTIBLE SECURITIES

until the convertible security matures or is redeemed, converted, or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying stock since they have fixed income characteristics, and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases.

The value of a convertible security is a function of its "investment value" (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its "conversion value" (the security's worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on the convertible security's investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. Generally, the conversion value decreases as the convertible security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed income security.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with convertible securities include: Interest Rate Risk, Issuer Risk, Market Risk, Prepayment and Extension Risk, and Reinvestment Risk.

CORPORATE BONDS

Corporate bonds are debt obligations issued by private corporations, as distinct from bonds issued by a government or its agencies or a municipality. Corporate bonds typically have four distinguishing features: (1) they are taxable; (2) they have a par value of $1,000; (3) they have a term maturity, which means they come due all at once; and (4) many are traded on major exchanges. Corporate bonds are subject to the same concerns as other debt obligations. (See also Debt Obligations and High-Yield Debt Securities (Junk Bonds).) Corporate bonds may be either secured or unsecured. Unsecured corporate bonds are generally referred to as "debentures." See Appendix A for a discussion of securities ratings.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with corporate bonds include: Credit Risk, Interest Rate Risk, Issuer Risk, Prepayment and Extension Risk, and Reinvestment Risk.

DEBT OBLIGATIONS

Many different types of debt obligations exist (for example, bills, bonds, or notes). Issuers of debt obligations have a contractual obligation to pay interest at a fixed, variable or floating rate on specified dates and to repay principal on a specified maturity date. Certain debt obligations (usually intermediate- and long-term bonds) have provisions that allow the issuer to redeem or "call" a bond before its maturity. Issuers are most likely to call these securities during periods of falling interest rates. When this happens, an investor may have to replace these securities with lower yielding securities, which could result in a lower return.

The market value of debt obligations is affected primarily by changes in prevailing interest rates and the issuers perceived ability to repay the debt. The market value of a debt obligation generally reacts inversely to interest rate changes. When prevailing interest rates decline, the price usually rises, and when prevailing interest rates rise, the price usually declines.

In general, the longer the maturity of a debt obligation, the higher its yield and the greater the sensitivity to changes in interest rates. Conversely, the shorter the maturity, the lower the yield but the greater the price stability.

As noted, the values of debt obligations also may be affected by changes in the credit rating or financial condition of their issuers. Generally, the lower the quality rating of a security, the higher the degree of risk as to the payment of interest and return of principal. To compensate investors for taking on such increased risk, those issuers deemed to be less creditworthy generally must offer their investors higher interest rates than do issuers with better credit ratings. (See also Agency and Government Securities, Corporate Bonds, and High-Yield Debt Securities (Junk Bonds).)

Generally, debt obligations that are investment grade are those that have been rated in one of the top four credit quality categories by two out of the three independent rating agencies. In the event that a debt obligation has been rated by only two agencies, the most conservative, or lower, rating must be in one of the top four credit quality categories in order for the security to be considered investment grade. If only one agency has rated the debt obligation, that rating must be in one of the top four credit quality categories for the security to be considered investment grade. See Appendix A for a discussion of securities ratings.

All ratings limitations are applied at the time of purchase. Subsequent to purchase, a debt security may cease to be rated or its rating may be reduced below the minimum required for purchase by a fund. Neither event will require the sale of such a security, but it will be a factor in considering whether to continue to hold the security. To the extent that ratings change as a result of changes in a rating agency or its rating system, a fund will attempt to use comparable ratings as standards for selecting investments.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with debt obligations include: Credit Risk, Interest Rate Risk, Issuer Risk, Prepayment and Extension Risk, and Reinvestment Risk.

DEPOSITARY RECEIPTS

Some foreign securities are traded in the form of American Depositary Receipts (ADRs). ADRs are receipts typically issued by a U.S. bank or trust company evidencing ownership of the underlying securities of foreign issuers. European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) are receipts typically issued by foreign banks or trust companies, evidencing ownership of underlying securities issued by either a foreign or U.S. issuer. Generally, depositary receipts in registered form are designed for use in the U.S. and depositary receipts in bearer form are designed for use in securities markets outside the U.S. Depositary receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. Depositary receipts involve the risks of other investments in foreign securities. In addition, ADR holders may not have all the legal rights of shareholders and may experience difficulty in receiving shareholder communications. (See also Common Stock and Foreign Securities.)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with depositary receipts include: Foreign/Emerging Markets Risk, Issuer Risk, and Market Risk.

DERIVATIVE INSTRUMENTS

The funds and certain of the underlying funds may invest in derivatives. Derivative instruments are commonly defined to include securities or contracts whose values depend, in whole or in part, on (or "derive" from) the value of one or more other assets, such as securities, currencies, or commodities.

A derivative instrument generally consists of, is based upon, or exhibits characteristics similar to options or forward contracts. Such instruments may be used to maintain cash reserves while remaining fully invested, to offset anticipated declines in values of investments, to facilitate trading, to reduce transaction costs, or to pursue higher investment returns. Derivative instruments are characterized by requiring little or no initial payment. Their value changes daily based on a security, a currency, a group of securities or currencies, or an index. A small change in the value of the underlying security, currency, or index can cause a sizable percentage gain or loss in the price of the derivative instrument.

Options and forward contracts are considered to be the basic "building blocks" of derivatives. For example, forward-based derivatives include forward contracts, swap contracts, and exchange-traded futures. Forward-based derivatives are sometimes referred to generically as "futures contracts." Option-based derivatives include privately negotiated, over-the-counter (OTC) options (including caps, floors, collars, and options on futures) and exchange-traded options on futures. Diverse types of derivatives may be created by combining options or futures in different ways, and by applying these structures to a wide range of underlying assets.

Options. An option is a contract. A person who buys a call option for a security has the right to buy the security at a set price for the length of the contract. A person who sells a call option is called a writer. The writer of a call option agrees for the length of the contract to sell the security at the set price when the buyer wants to exercise the option, no matter what the market price of the security is at that time. A person who buys a put option has the right to sell a security at a set price for the length of the contract. A person who writes a put option agrees to buy the security at the set price if the purchaser wants to exercise the option during the length of the contract, no matter what the market price of the security is at that time. An option is covered if the writer owns the security (in the case of a call) or sets aside the cash or securities of equivalent value (in the case of a put) that would be required upon exercise.

The price paid by the buyer for an option is called a premium. In addition to the premium, the buyer generally pays a broker a commission. The writer receives a premium, less another commission, at the time the option is written. The premium received by the writer is retained whether or not the option is exercised. A writer of a call option may have to sell the security for a below-market price if the market price rises above the exercise price. A writer of a put option may have to pay an above-market price for the security if its market price decreases below the exercise price.

When an option is purchased, the buyer pays a premium and a commission. It then pays a second commission on the purchase or sale of the underlying security if the option is exercised. For record keeping and tax purposes, the price obtained on the sale of the underlying security is the combination of the exercise price, the premium, and both commissions.

One of the risks an investor assumes when it buys an option is the loss of the premium. To be beneficial to the investor, the price of the underlying security must change within the time set by the option contract. Furthermore, the change must be sufficient to cover the premium paid, the commissions paid both in the acquisition of the option and in a closing transaction or in the exercise of the option and sale (in the case of a call) or purchase (in the case of a put) of the underlying security. Even then, the price change in the underlying security does not ensure a profit since prices in the option market may not reflect such a change.

Options on many securities are listed on options exchanges. If a fund writes listed options, it will follow the rules of the options exchange. Options are valued at the close of the New York Stock Exchange. An option listed on a national exchange, Chicago Board Options Exchange, or NASDAQ will be valued at the last quoted sales price or, if such a price is not readily available, at the mean of the last bid and ask prices.

Options on certain securities are not actively traded on any exchange, but may be entered into directly with a dealer. These options may be more difficult to close. If an investor is unable to effect a closing purchase transaction, it will not be able to sell the underlying security until the call written by the investor expires or is exercised.

Futures Contracts. A futures contract is a sales contract between a buyer (holding the "long" position) and a seller (holding the "short" position) for an asset with delivery deferred until a future date. The buyer agrees to pay a fixed price at the agreed future date and the seller agrees to deliver the asset. The seller hopes that the market price on the delivery date is less than the agreed upon price, while the buyer hopes for the contrary. Many futures contracts trade in a manner similar to the way a stock trades on a stock exchange and the commodity exchanges.

Generally, a futures contract is terminated by entering into an offsetting transaction. An offsetting transaction is effected by an investor taking an opposite position. At the time a futures contract is made, a good faith deposit called initial margin is set up. Daily thereafter, the futures contract is valued and the payment of variation margin is required so that each day a buyer would pay out cash in an amount equal to any decline in the contract's value or receive cash equal to any increase. At the time a futures contract is closed out, a nominal commission is paid, which is generally lower than the commission on a comparable transaction in the cash market.

Futures contracts may be based on various securities, securities indexes (such as the S&P 500 Index), foreign currencies and other financial instruments and indexes.

A fund may engage in futures and related options transactions to produce incremental earnings, to hedge existing positions, and to increase flexibility. The fund intends to comply with Rule 4.5 of the Commodity Futures Trading Commission (CFTC), under which a mutual fund is exempt from the definition of a "commodity pool operator." The fund, therefore, is not subject to registration or regulation as a commodity pool operator, meaning that the fund may invest in futures contracts without registering with the CFTC.

Options on Futures Contracts. Options on futures contracts give the holder a right to buy or sell futures contracts in the future. Unlike a futures contract, which requires the parties to the contract to buy and sell a security on a set date (some futures are settled in cash), an option on a futures contract merely entitles its holder to decide on or before a future date (within nine months of the date of issue) whether to enter into a contract. If the holder decides not to enter into the contract, all that is lost is the amount (premium) paid for the option. Further, because the value of the option is fixed at the point of sale, there are no daily payments of cash to reflect the change in the value of the underlying contract. However, since an option gives the buyer the right to enter into a contract at a set price for a fixed period of time, its value does change daily.

One of the risks in buying an option on a futures contract is the loss of the premium paid for the option. The risk involved in writing options on futures contracts an investor owns, or on securities held in its portfolio, is that there could be an increase in the market value of these contracts or securities. If that occurred, the option would be exercised and the asset sold at a lower price than the cash market price. To some extent, the risk of not realizing a gain could be reduced by entering into a closing transaction. An investor could enter into a closing transaction by purchasing an option with the same terms as the one previously sold. The cost to close the option and terminate the investor's obligation, however, might still result in a loss. Further, the investor might not be able to close the option because of insufficient activity in the options market. Purchasing options also limits the use of monies that might otherwise be available for long-term investments.

Options on Indexes. Options on indexes are securities traded on national securities exchanges. An option on an index is similar to an option on a futures contract except all settlements are in cash. A fund exercising a put, for example, would receive the difference between the exercise price and the current index level. Options may also be traded with respect to other types of indexes, such as options on indexes of commodities futures.

Currency Options. Options on currencies are contracts that give the buyer the right, but not the obligation, to buy (call options) or sell (put options) a specified amount of a currency at a predetermined price (strike price) on or before the option matures (expiry date). Conversely, the seller has the obligation to buy or sell a currency option upon exercise of the option by the purchaser. Currency options are traded either on a national securities exchange or over-the-counter.

Tax and Accounting Treatment. As permitted under federal income tax laws and to the extent a fund is allowed to invest in futures contracts, a fund would intend to identify futures contracts as part of a mixed straddle and not mark them to market, that is, not treat them as having been sold at the end of the year at market value. If a fund is using short futures contracts for hedging purposes, the fund may be required to defer recognizing losses incurred on short futures contracts and on underlying securities. Any losses incurred on securities that are part of a straddle may be deferred to the extent there is unrealized appreciation on the offsetting position until the offsetting position is sold. Federal income tax treatment of gains or losses from transactions in options, options on futures contracts and indexes will depend on whether the option is a section 1256 contract. If the option is a non-equity option, a fund would either make a 1256(d) election and treat the option as a mixed straddle or mark to market the option at fiscal year end and treat the gain/loss as 40% short-term and 60% long-term.

The Internal Revenue Service (IRS) has ruled publicly that an exchange-traded call option is a security for purposes of the 50%-of-assets test and that its issuer is the issuer of the underlying security, not the writer of the option, for purposes of the diversification requirements.

Accounting for futures contracts will be according to generally accepted accounting principles. Initial margin deposits will be recognized as assets due from a broker (a fund's agent in acquiring the futures position). During the period the futures contract is open, changes in value of the contract will be recognized as unrealized gains or losses by marking to market on a daily basis to reflect the market value of the contract at the end of each day's trading. Variation margin payments will be made or received depending upon whether gains or losses are incurred. All contracts and options will be valued at the last-quoted sales price on their primary exchange.

Other Risks of Derivatives. The primary risk of derivatives is the same as the risk of the underlying asset, namely that the value of the underlying asset may go up or down. Adverse movements in the value of an underlying asset can expose an investor to losses. Derivative instruments may include elements of leverage and, accordingly, the fluctuation of the value of the derivative instrument in relation to the underlying asset may be magnified. The successful use of derivative instruments depends upon a variety of factors, particularly the investment manager's ability to predict movements of the securities, currencies, and commodity markets, which requires different skills than predicting changes in the prices of individual securities. There can be no assurance that any particular strategy will succeed.

Another risk is the risk that a loss may be sustained as a result of the failure of a counterparty to comply with the terms of a derivative instrument. The counterparty risk for exchange-traded derivative instruments is generally less than for privately-negotiated or OTC derivative instruments, since generally a clearing agency, which is the issuer or counterparty to each exchange-traded instrument, provides a guarantee of performance. For privately-negotiated instruments, there is no similar clearing agency guarantee. In all transactions, an investor will bear the risk that the counterparty will default, and this could result in a loss of the expected benefit of the derivative transaction and possibly other losses.

When a derivative transaction is used to completely hedge another position, changes in the market value of the combined position (the derivative instrument plus the position being hedged) result from an imperfect correlation between the price movements of the two instruments. With a perfect hedge, the value of the combined position remains unchanged for any change in the price of the underlying asset. With an imperfect hedge, the values of the derivative instrument and its hedge are not perfectly correlated. For example, if the value of a derivative instrument used in a short hedge (such as writing a call option, buying a put option, or selling a futures contract) increased by less than the decline in value of the hedged investment, the hedge would not be perfectly correlated. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as speculative or other pressures on the markets in which these instruments are traded.

transactions are less liquid than exchange-traded derivatives since they often can only be closed out with the other party to the transaction.

Another risk is caused by the legal unenforcibility of a party's obligations under the derivative. A counterparty that has lost money in a derivative transaction may try to avoid payment by exploiting various legal uncertainties about certain derivative products.

(See also Foreign Currency Transactions.)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with derivative instruments include: Counter Party Risk, Derivatives Risk and Liquidity Risk.

EXCHANGE-TRADED FUNDS

Exchange-traded funds (ETFs) represent shares of ownership in funds, unit investment trusts or depositary receipts. ETFs hold portfolios of securities that are designed to replicate, as closely as possible before expenses, the price and yield of a specified market index. The performance results of ETFs will not replicate exactly the performance of the pertinent index due to transaction and other expenses, including fees to service providers, borne by ETFs. ETF shares are sold and redeemed at net asset value only in large blocks called creation units and redemption units, respectively. The fund's ability to redeem redemption units may be limited by the 1940 Act, which provides that ETFs will not be obligated to redeem shares held by the funds in an amount exceeding one percentage of their total outstanding securities during any period of less than 30 days. There is a risk that Underlying ETFs in which a fund invests may terminate due to extraordinary events. ETF shares also may be purchased and sold in secondary market trading on national securities exchanges, which allows investors to purchase and sell ETF shares at their market price throughout the day.

Although one or more of the other risks described in this SAI may apply, investments in ETFs involve the same risks associated with a direct investment in the types of securities included in the indices the ETFs are designed to replicate, including Market Risk. ETFs generally use a "passive" investment strategy and will not attempt to take defensive positions in volatile or declining markets. Shares of an ETF may trade at a market price that is less than their net asset value and an active trading market in such shares may not develop or continue and may be halted or interrupted due to actions by its listing exchange, unusual market conditions or other reasons. For example, any of the service providers to ETFs, such as the trustee or sponsor, may close or otherwise fail to perform their obligations to the ETF, and the ETF may not be able to find a substitute service provider. Also, ETFs may be dependent upon licenses to use the various indices as a basis for determining their compositions and/or otherwise to use certain trade names. If these licenses are terminated, the ETFs may also terminate. In addition, an ETF may terminate if its net assets fall below a certain amount. Although the funds believe that, in the event of the termination of an ETF, they will be able to invest instead in shares of an alternate ETF tracking the same market index or another index covering the same general market, there can be no assurance that shares of an alternate ETF would be available for investment at that time. There can be no assurance an ETF's shares will continue to be listed on an active exchange. Finally, there can be no assurance that the portfolio of securities purchased by an ETF to replicate a particular index will replicate such index.

ETFs, because they invest in other securities (e.g., common stocks of small-, mid- and large capitalization companies (U.S. and foreign, including, for example, real estate investment trusts and emerging markets securities) and fixed income securities), are subject to the risks of investment associated with these and other types of investments, as described in this SAI.

FLOATING RATE LOANS

Most floating rate loans are acquired directly from the agent bank or from another holder of the loan by assignment. Most such loans are secured, and most impose restrictive covenants which must be met by the borrower. These loans are typically made by a syndicate of banks and institutional investors, represented by an agent bank which has negotiated and structured the loan and which is responsible generally for collecting interest, principal, and other amounts from the borrower on its own behalf and on behalf of the other lending institutions in the syndicate, and for enforcing its and their other rights against the borrower. Each of the lending institutions, including the agent bank, lends to the borrower a portion of the total amount of the loan, and retains the corresponding interest in the loan. Floating rate loans may include delayed draw term loans and prefunded or synthetic letters of credit.

A fund's ability to receive payments of principal and interest and other amounts in connection with loans held by it will depend primarily on the financial condition of the borrower. The failure by the fund to receive scheduled interest or principal payments on a loan would adversely affect the income of the fund and would likely reduce the value of its assets, which would be reflected in a reduction in the fund's net asset value. Banks and other lending institutions generally perform a credit analysis of the borrower before originating a loan or purchasing an assignment in a loan. In selecting the loans in which the fund will invest, however, the investment manager will not rely on that credit analysis of the agent bank, but will perform its own investment analysis of the borrowers. The

investment manager's analysis may include consideration of the borrower's financial strength and managerial experience, debt coverage, additional borrowing requirements or debt maturity schedules, changing financial conditions, and responsiveness to changes in business conditions and interest rates. The majority of loans the fund will invest in will be rated by one or more of the nationally recognized rating agencies. Investments in loans may be of any quality, including "distressed" loans, and will be subject to the fund's credit quality policy.

Loans may be structured in different forms, including assignments and participations. In an assignment, a fund purchases an assignment of a portion of a lender's interest in a loan. In this case, the fund may be required generally to rely upon the assigning bank to demand payment and enforce its rights against the borrower, but would otherwise be entitled to all of such bank's rights in the loan.

The borrower of a loan may, either at its own election or pursuant to terms of the loan documentation, prepay amounts of the loan from time to time. There is no assurance that a fund will be able to reinvest the proceeds of any loan prepayment at the same interest rate or on the same terms as those of the original loan.

Corporate loans in which a fund may purchase a loan assignment are made generally to finance internal growth, mergers, acquisitions, recapitalizations, stock repurchases, leveraged buy-outs, dividend payments to sponsors and other corporate activities. The highly leveraged capital structure of certain borrowers may make such loans especially vulnerable to adverse changes in economic or market conditions. The fund may hold investments in loans for a very short period of time when opportunities to resell the investments that the investment manager believes are attractive arise.

Certain of the loans acquired by a fund may involve revolving credit facilities under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, the fund would have an obligation to advance its portion of such additional borrowings upon the terms specified in the loan assignment. To the extent that the fund is committed to make additional loans under such an assignment, it will at all times designate cash or securities in an amount sufficient to meet such commitments.

Notwithstanding its intention in certain situations to not receive material, non-public information with respect to its management of investments in floating rate loans, the investment manager may from time to time come into possession of material, non-public information about the issuers of loans that may be held in a fund's portfolio. Possession of such information may in some instances occur despite the investment manager's efforts to avoid such possession, but in other instances the investment manager may choose to receive such information (for example, in connection with participation in a creditors' committee with respect to a financially distressed issuer). As, and to the extent, required by applicable law, the investment manager's ability to trade in these loans for the account of the fund could potentially be limited by its possession of such information. Such limitations on the investment manager's ability to trade could have an adverse effect on the fund by, for example, preventing the fund from selling a loan that is experiencing a material decline in value. In some instances, these trading restrictions could continue in effect for a substantial period of time.

In some instances, other accounts managed by the investment manager may hold other securities issued by borrowers whose floating rate loans may be held in a fund's portfolio. These other securities may include, for example, debt securities that are subordinate to the floating rate loans held in the fund's portfolio, convertible debt or common or preferred equity securities. In certain circumstances, such as if the credit quality of the issuer deteriorates, the interests of holders of these other securities may conflict with the interests of the holders of the issuer's floating rate loans. In such cases, the investment manager may owe conflicting fiduciary duties to the fund and other client accounts. The investment manager will endeavor to carry out its obligations to all of its clients to the fullest extent possible, recognizing that in some cases certain clients may achieve a lower economic return, as a result of these conflicting client interests, than if the investment manager's client accounts collectively held only a single category of the issuer's securities.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with floating rate loans include: Credit Risk and Prepayment and Extension Risk.

FOREIGN CURRENCY TRANSACTIONS

Investments in foreign securities usually involve currencies of foreign countries. In addition, a fund may hold cash and cash equivalent investments in foreign currencies. As a result, the value of a fund's assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in currency exchange rates and exchange control regulations. Also, a fund may incur costs in connection with conversions between various currencies. Currency exchange rates may fluctuate significantly over short periods of time causing a fund's NAV to fluctuate. Currency exchange rates are generally determined by the forces of supply and demand in the foreign

exchange markets, actual or anticipated changes in interest rates, and other complex factors. Currency exchange rates also can be affected by the intervention of U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments.

Spot Rates and Derivative Instruments. A fund may conduct its foreign currency exchange transactions either at the spot (cash) rate prevailing in the foreign currency exchange market or by entering into forward currency exchange contracts (forward contracts). (See also Derivative Instruments.) These contracts are traded in the interbank market conducted directly between currency traders (usually large commercial banks) and their customers. Because foreign currency transactions occurring in the interbank market might involve substantially larger amounts than those involved in the use of such derivative instruments, a fund could be disadvantaged by having to deal in the odd lot market for the underlying foreign currencies at prices that are less favorable than for round lots.

A fund may enter into forward contracts for a variety of reasons, but primarily it will enter into such contracts for risk management (hedging) or for investment purposes.

A fund may enter into forward contracts to settle a security transaction or handle dividend and interest collection. When a fund enters into a contract for the purchase or sale of a security denominated in a foreign currency or has been notified of a dividend or interest payment, it may desire to lock in the price of the security or the amount of the payment, usually in U.S. dollars, although it could desire to lock in the price of the security in another currency. By entering into a forward contract, a fund would be able to protect itself against a possible loss resulting from an adverse change in the relationship between different currencies from the date the security is purchased or sold to the date on which payment is made or received or when the dividend or interest is actually received.

A fund may enter into forward contracts when management of the fund believes the currency of a particular foreign country may decline in value relative to another currency. When selling currencies forward in this fashion, a fund may seek to hedge the value of foreign securities it holds against an adverse move in exchange rates. The precise matching of forward contract amounts and the value of securities involved generally will not be possible since the future value of securities in foreign currencies more than likely will change between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movements is extremely difficult and successful execution of a short-term hedging strategy is highly uncertain. Unless specifically permitted, a fund would not enter into such forward contracts or maintain a net exposure to such contracts when consummating the contracts would obligate it to deliver an amount of foreign currency in excess of the value of its securities or other assets denominated in that currency.

This method of protecting the value of the fund's securities against a decline in the value of a currency does not eliminate fluctuations in the underlying prices of the securities. It simply establishes a rate of exchange that can be achieved at some point in time. Although forward contracts tend to minimize the risk of loss due to a decline in value of hedged currency, they tend to limit any potential gain that might result should the value of such currency increase.

A fund may also enter into forward contracts when its management believes the currency of a particular country will increase in value relative to another currency. A fund may buy currencies forward to gain exposure to a currency without incurring the additional costs of purchasing securities denominated in that currency.

The funds may also invest in a combination of forward currency contracts and U.S. dollar-denominated market instruments in an attempt to obtain an investment result that is substantially the same as a direct investment in a foreign currency-denominated instrument. For example, the combination of U.S. dollar-denominated instruments with long forward currency exchange contracts creates a position economically equivalent to a position in the foreign currency, in anticipation of an increase in the value of the foreign currency against the U.S. dollar. Conversely, the combination of U.S. dollar-denominated instruments with short forward currency exchange contracts is economically equivalent to borrowing the foreign currency for delivery at a specified date in the future, in anticipation of a decrease in the value of the foreign currency against the U.S. dollar. Unanticipated changes in the currency exchange results could result in poorer performance for funds that enter into these types of transactions.

A fund may designate cash or securities in an amount equal to the value of the fund's total assets committed to consummating forward contracts entered into under the circumstance set forth above. If the value of the securities declines, additional cash or securities will be designated on a daily basis so that the value of the cash or securities will equal the amount of the fund's commitments on such contracts.

At maturity of a forward contract, a fund may either deliver (if a contract to sell) or take delivery of (if a contract to buy) the foreign currency or terminate its contractual obligation by entering into an offsetting contract with the same currency trader, the same maturity date, and covering the same amount of foreign currency.

If a fund engages in an offsetting transaction, it would incur a gain or loss to the extent there has been movement in forward contract prices. If a fund engages in an offsetting transaction, it may subsequently enter into a new forward contract to buy or sell the foreign currency.

Although a fund values its assets each business day in terms of U.S. dollars, it may not intend to convert its foreign currencies into U.S. dollars on a daily basis. It would do so from time to time, and shareholders should be aware of currency conversion costs. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (spread) between the prices at which they are buying and selling various currencies.

Thus, a dealer may offer to sell a foreign currency to a fund at one rate, while offering a lesser rate of exchange should a fund desire to resell that currency to the dealer.

Options on Foreign Currencies. A fund may buy put and call options and write covered call and cash-secured put options on foreign currencies for hedging purposes and to gain exposure to foreign currencies. For example, a decline in the dollar value of a foreign currency in which securities are denominated will reduce the dollar value of such securities, even if their value in the foreign currency remains constant. In order to protect against the diminutions in the value of securities, a fund may buy put options on the foreign currency. If the value of the currency does decline, a fund would have the right to sell the currency for a fixed amount in dollars and would offset, in whole or in part, the adverse effect on its portfolio that otherwise would have resulted. Conversely, where a change in the dollar value of a currency would increase the cost of securities a fund plans to buy, or where a fund would benefit from increased exposure to the currency, a fund may buy call options on the foreign currency. The purchase of the options could offset, at least partially, the changes in exchange rates.

As in the case of other types of options, however, the benefit to a fund derived from purchases of foreign currency options would be reduced by the amount of the premium and related transaction costs. In addition, where currency exchange rates do not move in the direction or to the extent anticipated, a fund could sustain losses on transactions in foreign currency options that would require it to forego a portion or all of the benefits of advantageous changes in rates.

A fund may write options on foreign currencies for the same types of purposes. For example, when a fund anticipates a decline in the dollar value of foreign-denominated securities due to adverse fluctuations in exchange rates it could, instead of purchasing a put option, write a call option on the relevant currency. If the expected decline occurs, the option would most likely not be exercised and the diminution in value of securities would be fully or partially offset by the amount of the premium received.

Similarly, instead of purchasing a call option when a foreign currency is expected to appreciate, a fund could write a put option on the relevant currency. If rates move in the manner projected, the put option would expire unexercised and allow the fund to hedge increased cost up to the amount of the premium.

As in the case of other types of options, however, the writing of a foreign currency option will constitute only a partial hedge up to the amount of the premium, and only if rates move in the expected direction. If this does not occur, the option may be exercised and the fund would be required to buy or sell the underlying currency at a loss that may not be offset by the amount of the premium. Through the writing of options on foreign currencies, the fund also may be required to forego all or a portion of the benefits that might otherwise have been obtained from favorable movements on exchange rates.

All options written on foreign currencies will be covered. An option written on foreign currencies is covered if a fund holds currency sufficient to cover the option or has an absolute and immediate right to acquire that currency without additional cash consideration upon conversion of assets denominated in that currency or exchange of other currency held in its portfolio. An option writer could lose amounts substantially in excess of its initial investments, due to the margin and collateral requirements associated with such positions.

Options on foreign currencies are traded through financial institutions acting as market-makers, although foreign currency options also are traded on certain national securities exchanges, such as the Philadelphia Stock Exchange and the Chicago Board Options Exchange, subject to SEC regulation. In an over-the-counter trading environment, many of the protections afforded to exchange participants will not be available. For example, there are no daily price fluctuation limits, and adverse market movements could

therefore continue to an unlimited extent over a period of time. Although the purchaser of an option cannot lose more than the amount of the premium plus related transaction costs, this entire amount could be lost.

Foreign currency option positions entered into on a national securities exchange are cleared and guaranteed by the Options Clearing Corporation (OCC), thereby reducing the risk of counterparty default. Further, a liquid secondary market in options traded on a national securities exchange may be more readily available than in the over-the-counter market, potentially permitting a fund to liquidate open positions at a profit prior to exercise or expiration, or to limit losses in the event of adverse market movements.

The purchase and sale of exchange-traded foreign currency options, however, is subject to the risks of availability of a liquid secondary market described above, as well as the risks regarding adverse market movements, margining of options written, the nature of the foreign currency market, possible intervention by governmental authorities and the effects of other political and economic events. In addition, exchange-traded options on foreign currencies involve certain risks not presented by the over-the-counter market. For example, exercise and settlement of such options must be made exclusively through the OCC, which has established banking relationships in certain foreign countries for that purpose. As a result, the OCC may, if it determines that foreign governmental restrictions or taxes would prevent the orderly settlement of foreign currency option exercises, or would result in undue burdens on OCC or its clearing member, impose special procedures on exercise and settlement, such as technical changes in the mechanics of delivery of currency, the fixing of dollar settlement prices or prohibitions on exercise.

Foreign Currency Futures and Related Options. A fund may enter into currency futures contracts to buy or sell currencies. It also may buy put and call options and write covered call and cash-secured put options on currency futures. Currency futures contracts are similar to currency forward contracts, except that they are traded on exchanges (and have margin requirements) and are standardized as to contract size and delivery date. Most currency futures call for payment of delivery in U.S. dollars. A fund may use currency futures for the same purposes as currency forward contracts, subject to CFTC limitations.

Currency futures and options on futures values can be expected to correlate with exchange rates, but will not reflect other factors that may affect the value of the fund's investments. A currency hedge, for example, should protect a Yen-denominated bond against a decline in the Yen, but will not protect a fund against price decline if the issuer's creditworthiness deteriorates. Because the value of a fund's investments denominated in foreign currency will change in response to many factors other than exchange rates, it may not be possible to match the amount of a forward contract to the value of a fund's investments denominated in that currency over time.

A fund will hold securities or other options or futures positions whose values are expected to offset its obligations.

The fund would not enter into an option or futures position that exposes the fund to an obligation to another party unless it owns either (i) an offsetting position in securities or (ii) cash, receivables and short-term debt securities with a value sufficient to cover its potential obligations. (See also Derivative Instruments and Foreign Securities.)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with foreign currency transactions include: Derivatives Risk, Interest Rate Risk, and Liquidity Risk.

FOREIGN SECURITIES

Foreign securities, foreign currencies, and securities issued by U.S. entities with substantial foreign operations involve special risks, including those set forth below, which are not typically associated with investing in U.S. securities. Foreign companies are not generally subject to uniform accounting, auditing, and financial reporting standards comparable to those applicable to domestic companies. Additionally, many foreign stock markets, while growing in volume of trading activity, have substantially less volume than the New York Stock Exchange, and securities of some foreign companies are less liquid and more volatile than securities of domestic companies. Similarly, volume and liquidity in most foreign bond markets are less than the volume and liquidity in the U.S. and, at times, volatility of price can be greater than in the U.S. Further, foreign markets have different clearance, settlement, registration, and communication procedures and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions making it difficult to conduct such transactions. Delays in such procedures could result in temporary periods when assets are uninvested and no return is earned on them. The inability of an investor to make intended security purchases due to such problems could cause the investor to miss attractive investment opportunities. Payment for securities without delivery may be required in certain foreign markets and, when participating in new issues, some foreign countries require payment to be made in advance of issuance (at the time of issuance, the market value of the security may be more or less than the purchase price). Some foreign markets also have compulsory depositories (i.e., an investor does not have a choice as to where the securities are held). Fixed commissions on some foreign stock exchanges are generally higher than negotiated commissions on U.S. exchanges. Further, an investor may encounter difficulties or be unable to pursue legal remedies and obtain judgments in foreign

courts. There is generally less government supervision and regulation of business and industry practices, stock exchanges, brokers, and listed companies than in the U.S. It may be more difficult for an investor's agents to keep currently informed about corporate actions such as stock dividends or other matters that may affect the prices of portfolio securities. Communications between the U.S. and foreign countries may be less reliable than within the U.S., thus increasing the risk of delays or loss of certificates for portfolio securities. In addition, with respect to certain foreign countries, there is the possibility of nationalization, expropriation, the imposition of additional withholding or confiscatory taxes, political, social, or economic instability, diplomatic developments that could affect investments in those countries, or other unforeseen actions by regulatory bodies (such as changes to settlement or custody procedures).

The risks of foreign investing may be magnified for investments in emerging markets, which may have relatively unstable governments, economies based on only a few industries, and securities markets that trade a small number of securities.

The introduction of a single currency, the euro, on Jan. 1, 1999 for participating European nations in the Economic and Monetary Union (EU) presents unique uncertainties, including the legal treatment of certain outstanding financial contracts after Jan. 1, 1999 that refer to existing currencies rather than the euro; the establishment and maintenance of exchange rates; the fluctuation of the euro relative to non-euro currencies; whether the interest rate, tax or labor regimes of European countries participating in the euro will converge over time; and whether the admission of other countries such as Poland, Latvia, and Lithuania as members of the EU may have an impact on the euro.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with foreign securities include: Foreign/Emerging Markets Risk and Issuer Risk.

FUNDING AGREEMENTS

A fund may invest in funding agreements issued by domestic insurance companies. Funding agreements are short-term, privately placed, debt obligations of insurance companies that offer a fixed- or floating-rate of interest. These investments are not readily marketable and therefore are considered to be illiquid securities. (See also Illiquid and Restricted Securities.)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with funding agreements include: Credit Risk and Liquidity Risk.

HIGH-YIELD DEBT SECURITIES (JUNK BONDS)

High yield (high-risk) debt securities are sometimes referred to as junk bonds. They are non-investment grade (lower quality) securities that have speculative characteristics. Lower quality securities, while generally offering higher yields than investment grade securities with similar maturities, involve greater risks, including the possibility of default or bankruptcy. They are regarded as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal. The special risk considerations in connection with investments in these securities are discussed below.

See Appendix A for a discussion of securities ratings. (See also Debt Obligations.)

All fixed rate interest-bearing securities typically experience appreciation when interest rates decline and depreciation when interest rates rise. The market values of lower-quality and comparable unrated securities tend to reflect individual corporate developments to a greater extent than do higher rated securities, which react primarily to fluctuations in the general level of interest rates. Lower-quality and comparable unrated securities also tend to be more sensitive to economic conditions than are higher-rated securities. As a result, they generally involve more credit risks than securities in the higher-rated categories. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of lower-quality securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The issuer's ability to service its debt obligations also may be adversely affected by specific corporate developments, the issuer's inability to meet specific projected business forecasts, or the unavailability of additional financing. The risk of loss due to default by an issuer of these securities is significantly greater than a default by issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. Further, if the issuer of a lower quality security defaulted, an investor might incur additional expenses to seek recovery.

Credit ratings issued by credit rating agencies are designed to evaluate the safety of principal and interest payments of rated securities. They do not, however, evaluate the market value risk of lower-quality securities and, therefore, may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer that affect the market value of the securities. Consequently, credit ratings are used only as a preliminary indicator of investment quality.

An investor may have difficulty disposing of certain lower-quality and comparable unrated securities because there may be a thin trading market for such securities. Because not all dealers maintain markets in all lower quality and comparable unrated securities, there is no established retail secondary market for many of these securities. To the extent a secondary trading market does exist, it is generally not as liquid as the secondary market for higher-rated securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security. The lack of a liquid secondary market for certain securities also may make it more difficult for an investor to obtain accurate market quotations. Market quotations are generally available on many lower-quality and comparable unrated issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with high-yield debt securities include: Credit Risk, Interest Rate Risk, and Prepayment and Extension Risk.

ILLIQUID AND RESTRICTED SECURITIES

Illiquid securities are securities that are not readily marketable. These securities may include, but are not limited to, certain securities that are subject to legal or contractual restrictions on resale, certain repurchase agreements, and derivative instruments. To the extent a fund invests in illiquid or restricted securities, it may encounter difficulty in determining a market value for the securities. Disposing of illiquid or restricted securities may involve time-consuming negotiations and legal expense, and it may be difficult or impossible for a fund to sell the investment promptly and at an acceptable price.

In determining the liquidity of all securities and derivatives, such as Rule 144A securities, which are unregistered securities offered to qualified institutional buyers, and interest-only and principal-only fixed mortgage-backed securities (IOs and POs) issued by the U.S. government or its agencies and instrumentalities the investment manager, under guidelines established by the Board, will consider any relevant factors including the frequency of trades, the number of dealers willing to purchase or sell the security and the nature of marketplace trades.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with illiquid and restricted securities include:
Liquidity Risk.

INDEXED SECURITIES

The value of indexed securities is linked to currencies, interest rates, commodities, indexes, or other financial indicators. Most indexed securities are short- to intermediate-term fixed income securities whose values at maturity or interest rates rise or fall according to the change in one or more specified underlying instruments. Indexed securities may be more volatile than the underlying instrument itself and they may be less liquid than the securities represented by the index. (See also Derivative Instruments.)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with indexed securities include: Liquidity Risk and Market Risk.

INFLATION PROTECTED SECURITIES

Inflation is a general rise in prices of goods and services. Inflation erodes the purchasing power of an investor's assets. For example, if an investment provides a total return of 7% in a given year and inflation is 3% during that period, the inflation-adjusted, or real, return is 4%. Inflation-protected securities are debt securities whose principal and/or interest payments are adjusted for inflation, unlike debt securities that make fixed principal and interest payments. One type of inflation-protected debt security is issued by the U.S. Treasury. The principal of these securities is adjusted for inflation as indicated by the Consumer Price Index for Urban Consumers (CPI) and interest is paid on the adjusted amount. The CPI is a measurement of changes in the cost of living, made up of components such as housing, food, transportation and energy.

If the CPI falls, the principal value of inflation-protected securities will be adjusted downward, and consequently the interest payable on these securities (calculated with respect to a smaller principal amount) will be reduced. Conversely, if the CPI rises, the principal value of inflation-protected securities will be adjusted upward, and consequently the interest payable on these securities will be increased. Repayment of the original bond principal upon maturity is guaranteed in the case of U.S. Treasury inflation-protected securities, even during a period of deflation. However, the current market value of the inflation-protected securities is not guaranteed and will fluctuate. Other inflation-indexed securities include inflation-related bonds, which may or may not provide a similar guarantee. If a guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal.

Other issuers of inflation-protected debt securities include other U.S. government agencies or instrumentalities, corporations and foreign governments. There can be no assurance that the CPI or any foreign inflation index will accurately measure the real rate of inflation in the prices of goods and services. Moreover, there can be no assurance that the rate of inflation in a foreign country will be correlated to the rate of inflation in the United States.

If interest rates rise due to reasons other than inflation (for example, due to changes in currency exchange rates), investors in these securities may not be protected to the extent that the increase is not reflected in the bond's inflation measure.

Any increase in principal for an inflation-protected security resulting from inflation adjustments is considered by IRS regulations to be taxable income in the year it occurs. For direct holders of an inflation-protected security, this means that taxes must be paid on principal adjustments even though these amounts are not received until the bond matures. By contrast, a fund holding these securities distributes both interest income and the income attributable to principal adjustments in the form of cash or reinvested shares, which are taxable to shareholders.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with inflation-protected securities include: Interest Rate Risk and Market Risk.

INITIAL PUBLIC OFFERINGS (IPOS)

Companies issuing IPOs generally have limited operating histories, and their prospects for future profitability are uncertain. These companies often are engaged in new and evolving businesses and are particularly vulnerable to competition and to changes in technology, markets and economic conditions. They may be dependent on certain key managers and third parties, need more personnel and other resources to manage growth and require significant additional capital. They may also be dependent on limited product lines and uncertain property rights and need regulatory approvals. The funds that invest in IPOs can be affected by sales of additional shares and by concentration of control in existing management and principal shareholders. Stock prices of IPOs can also be highly unstable, due to the absence of a prior public market, the small number of shares available for trading and limited investor information. Most IPOs involve a high degree of risk not normally associated with offerings of more seasoned companies.

Although one or more risks described in this SAI may apply, the largest risks associated with IPOs include: Small and Mid-Sized Company Risk and Initial Public Offering (IPO) Risk.

INVERSE FLOATERS

Inverse floaters or inverse floating rate securities are a type of derivative long-term fixed income obligation with a floating or variable interest rate that moves in the opposite direction of short-term interest rates. As short-term interest rates go down, the holders of the inverse floaters receive more income and, as short-term interest rates go up, the holders of the inverse floaters receive less income. As with all long-term fixed income securities, the price of the inverse floater moves inversely with long-term interest rates; as long-term interest rates go down, the price of the inverse floater moves up and, when long-term interest rates go up, the price of the inverse floater moves down. While inverse floater securities tend to provide more income than similar term and credit quality fixed-rate bonds, they also exhibit greater volatility in price movement (both up and down).

In the municipal market an inverse floater is typically created when the owner of a municipal fixed rate bond transfers that bond to a trust in exchange for cash and a residual interest in the trust's assets and cash flows (inverse floater certificates). The trust funds the purchase of the bond by issuing two classes of certificates: short-term floating rate notes (typically sold to third parties) and the inverse floaters (also known as residual certificates). No additional income beyond that provided by the trust's underlying bond is created; rather, that income is merely divided-up between the two classes of certificates. The holder of the inverse floating rate securities typically has the right to (1) cause the holders of the short-term floating rate notes to tender their notes at par ($100) and (2) to return the inverse floaters and withdraw the underlying bonds, thereby collapsing the trust. (See also Derivative Instruments.)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with transactions in inverse floaters include: Interest Rate Risk, Credit Risk, Liquidity Risk and Market Risk.

INVESTMENT COMPANIES

For the funds and the underlying funds, investing in securities issued by registered and unregistered investment companies may involve the duplication of advisory fees and certain other expenses.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with the securities of other investment companies include: Market Risk.

LENDING OF PORTFOLIO SECURITIES

For the funds and the underlying funds, to generate additional income, a fund may lend up to one-third of the value of its total assets to broker-dealers, banks or other institutional borrowers of securities. JPMorgan Chase Bank, N.A. serves as lending agent (the Lending Agent) to the funds pursuant to a securities lending agreement (the Securities Lending Agreement) approved by the Board.

Under the Securities Lending Agreement, the Lending Agent loans securities to approved borrowers pursuant to borrower agreements in exchange for collateral equal to at least 100% of the market value of the loaned securities. Collateral may consist of cash, securities issued by the U.S. government or its agencies or instrumentalities (collectively, "U.S. government securities") or such other collateral as may be approved by the Board. For loans secured by cash, the fund retains the interest earned on cash collateral investments, but is required to pay the borrower a rebate for the use of the cash collateral. For loans secured by U.S. government securities, the borrower pays a borrower fee to the Lending Agent on behalf of the fund. If the market value of the loaned securities goes up, the Lending Agent will request additional collateral from the borrower. If the market value of the loaned securities goes down, the borrower may request that some collateral be returned. During the existence of the loan, the lender will receive from the borrower amounts equivalent to any dividends, interest or other distributions on the loaned securities, as well as interest on such amounts.

Loans are subject to termination by a fund or a borrower at any time. A fund may choose to terminate a loan in order to vote in a proxy solicitation if the fund has knowledge of a material event to be voted on that would affect the fund's investment in the loaned security.

Securities lending involves counterparty risk, including the risk that a borrower may not provide additional collateral when required or return the loaned securities in a timely manner. Counterparty risk also includes a potential loss of rights in the collateral if the borrower or the Lending Agent defaults or fails financially. This risk is increased if a fund's loans are concentrated with a single or limited number of borrowers. There are no limits on the number of borrowers a fund may use and a fund may lend securities to only one or a small group of borrowers. Funds participating in securities lending also bear the risk of loss in connection with investments of cash collateral received from the borrowers. Cash collateral is invested in accordance with investment guidelines contained in the Securities Lending Agreement and approved by the Board. To the extent that the value or return of a fund's investments of the cash collateral declines below the amount owed to a borrower, a fund may incur losses that exceed the amount it earned on lending the security. The Lending Agent will indemnify a fund from losses resulting from a borrower's failure to return a loaned security when due, but such indemnification does not extend to losses associated with declines in the value of cash collateral investments.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with the lending of portfolio securities include:
Credit Risk.

LOAN PARTICIPATIONS

Loans, loan participations, and interests in securitized loan pools are interests in amounts owed by a corporate, governmental, or other borrower to a lender or consortium of lenders (typically banks, insurance companies, investment banks, government agencies, or international agencies). Loans involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to an investor in the event of fraud or misrepresentation.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with loan participations include: Credit Risk.

MORTGAGE- AND ASSET-BACKED SECURITIES

Mortgage-backed securities represent direct or indirect participations in, or are secured by and payable from, mortgage loans secured by real property, and include single- and multi-class pass-through securities and Collateralized Mortgage Obligations (CMOs). These securities may be issued or guaranteed by U.S. government agencies or instrumentalities (see also Agency and Government Securities), or by private issuers, generally originators and investors in mortgage loans, including savings associations, mortgage bankers, commercial banks, investment bankers, and special purpose entities. Mortgage-backed securities issued by private lenders may be supported by pools of mortgage loans or other mortgage-backed securities that are guaranteed, directly or indirectly, by the U.S. government or one of its agencies or instrumentalities, or they may be issued without any governmental guarantee of the underlying mortgage assets but with some form of non-governmental credit enhancement. Commercial mortgage-backed securities (CMBS) are a specific type of mortgage-backed security collateralized by a pool of mortgages on commercial real estate.

Stripped mortgage-backed securities are a type of mortgage-backed security that receive differing proportions of the interest and principal payments from the underlying assets. Generally, there are two classes of stripped mortgage-backed securities: Interest Only (IO) and Principal Only (PO). IOs entitle the holder to receive distributions consisting of all or a portion of the interest on the underlying pool of mortgage loans or mortgage-backed securities. POs entitle the holder to receive distributions consisting of all or a portion of the principal of the underlying pool of mortgage loans or mortgage-backed securities. The cash flows and yields on IOs and POs are extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage loans or mortgage-backed securities. A rapid rate of principal payments may adversely affect the yield to maturity of IOs. A slow rate of principal payments may adversely affect the yield to maturity of POs. If prepayments of principal are greater than anticipated, an investor in IOs may incur substantial losses. If prepayments of principal are slower than anticipated, the yield on a PO will be affected more severely than would be the case with a traditional mortgage-backed security.

CMOs are hybrid mortgage-related instruments secured by pools of mortgage loans or other mortgage-related securities, such as mortgage pass through securities or stripped mortgage-backed securities. CMOs may be structured into multiple classes, often referred to as "tranches," with each class bearing a different stated maturity and entitled to a different schedule for payments of principal and interest, including prepayments. Principal prepayments on collateral underlying a CMO may cause it to be retired substantially earlier than its stated maturity.

The yield characteristics of mortgage-backed securities differ from those of other debt securities. Among the differences are that interest and principal payments are made more frequently on mortgage-backed securities, usually monthly, and principal may be repaid at any time. These factors may reduce the expected yield.

Asset-backed securities have structural characteristics similar to mortgage-backed securities. Asset-backed debt obligations represent direct or indirect participation in, or secured by and payable from, assets such as motor vehicle installment sales contracts, other installment loan contracts, home equity loans, leases of various types of property, and receivables from credit card or other revolving credit arrangements. The credit quality of most asset-backed securities depends primarily on the credit quality of the assets underlying such securities, how well the entity issuing the security is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement of the securities. Payments or distributions of principal and interest on asset-backed debt obligations may be supported by non-governmental credit enhancements including letters of credit, reserve funds, overcollateralization, and guarantees by third parties. The market for privately issued asset-backed debt obligations is smaller and less liquid than the market for government sponsored mortgage-backed securities. (See also Derivative Instruments.)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with mortgage- and asset-backed securities include:
Credit Risk, Interest Rate Risk, Liquidity Risk, and Prepayment and Extension Risk.

MORTGAGE DOLLAR ROLLS

Mortgage dollar rolls are investments in which an investor sells mortgage-backed securities for delivery in the current month and simultaneously contracts to purchase substantially similar securities on a specified future date. While an investor foregoes principal and interest paid on the mortgage-backed securities during the roll period, the investor is compensated by the difference between the current sales price and the lower price for the future purchase as well as by any interest earned on the proceeds of the initial sale. The investor also could be compensated through the receipt of fee income equivalent to a lower forward price.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with mortgage dollar rolls include: Credit Risk and Interest Rate Risk.

MUNICIPAL OBLIGATIONS

Municipal obligations include debt obligations issued by or on behalf of states, territories, possessions, or sovereign nations within the territorial boundaries of the United States (including the District of Columbia, Guam and Puerto Rico). The interest on these obligations is generally exempt from federal income tax. Municipal obligations are generally classified as either "general obligations" or "revenue obligations."

General obligation bonds are secured by the issuer's pledge of its full faith, credit, and taxing power for the payment of interest and principal. Revenue bonds are payable only from the revenues derived from a project or facility or from the proceeds of a specified revenue source. Industrial development bonds are generally revenue bonds secured by payments from and the credit of private users. Municipal notes are issued to meet the short-term funding requirements of state, regional, and local governments. Municipal notes include tax anticipation notes, bond anticipation notes, revenue anticipation notes, tax and revenue anticipation notes, construction loan notes, short-term discount notes, tax-exempt commercial paper, demand notes, and similar instruments.

Municipal lease obligations may take the form of a lease, an installment purchase, or a conditional sales contract. They are issued by state and local governments and authorities to acquire land, equipment, and facilities. An investor may purchase these obligations directly, or it may purchase participation interests in such obligations. Municipal leases may be subject to greater risks than general obligation or revenue bonds. State constitutions and statutes set forth requirements that states or municipalities must meet in order to issue municipal obligations. Municipal leases may contain a covenant by the state or municipality to budget for and make payments due under the obligation. Certain municipal leases may, however, provide that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year.

Yields on municipal bonds and notes depend on a variety of factors, including money market conditions, municipal bond market conditions, the size of a particular offering, the maturity of the obligation, and the rating of the issue. The municipal bond market has a large number of different issuers, many having smaller sized bond issues, and a wide choice of different maturities within each issue. For these reasons, most municipal bonds do not trade on a daily basis and many trade only rarely. Because many of these bonds trade infrequently, the spread between the bid and offer may be wider and the time needed to develop a bid or an offer may be longer than other security markets. See Appendix A for a discussion of securities ratings. (See also Debt Obligations.)

Taxable Municipal Obligations. There is another type of municipal obligation that is subject to federal income tax for a variety of reasons. These municipal obligations do not qualify for the federal income exemption because (a) they did not receive necessary authorization for tax-exempt treatment from state or local government authorities, (b) they exceed certain regulatory limitations on the cost of issuance for tax-exempt financing or (c) they finance public or private activities that do not qualify for the federal income tax exemption. These non-qualifying activities might include, for example, certain types of multi-family housing, certain professional and local sports facilities, refinancing of certain municipal debt, and borrowing to replenish a municipality's underfunded pension plan.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with municipal obligations include: Credit Risk, Inflation Risk, Interest Rate Risk, and Market Risk.

PREFERRED STOCK

Preferred stock is a type of stock that pays dividends at a specified rate and that has preference over common stock in the payment of dividends and the liquidation of assets. Preferred stock does not ordinarily carry voting rights.

The price of a preferred stock is generally determined by earnings, type of products or services, projected growth rates, experience of management, liquidity, and general market conditions of the markets on which the stock trades.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with preferred stock include: Issuer Risk and Market Risk.

REAL ESTATE INVESTMENT TRUSTS

Real estate investment trusts (REITs) are pooled investment vehicles that manage a portfolio of real estate or real estate related loans to earn profits for their shareholders. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property, such as shopping centers, nursing homes, office buildings, apartment complexes, and hotels, and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs can be subject to extreme volatility due to fluctuations in the demand for real estate, changes in interest rates, and adverse economic conditions. Similar to investment companies, REITs are not taxed on income distributed to shareholders provided they comply with certain requirements under the tax law. The failure of a REIT to continue to qualify as a REIT for tax purposes can materially affect its value. A fund will indirectly bear its proportionate share of any expenses paid by a REIT in which it invests.

REITs often do not provide complete tax information until after the calendar year-end. Consequently, because of the delay, it may be necessary for a fund investing in REITs to request permission to extend the deadline for issuance of Forms 1099-DIV beyond January 31. In the alternative, amended Forms 1099-DIV may be sent.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with REITs include: Interest Rate Risk, Issuer Risk and Market Risk.

REPURCHASE AGREEMENTS

Repurchase agreements may be entered into with certain banks or non-bank dealers. In a repurchase agreement, the purchaser buys a security at one price, and at the time of sale, the seller agrees to repurchase the obligation at a mutually agreed upon time and price (usually within seven days). The repurchase agreement determines the yield during the purchaser's holding period, while the seller's obligation to repurchase is secured by the value of the underlying security. Repurchase agreements could involve certain risks in the event of a default or insolvency of the other party to the agreement, including possible delays or restrictions upon the purchaser's ability to dispose of the underlying securities.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with repurchase agreements include: Credit Risk.

REVERSE REPURCHASE AGREEMENTS

In a reverse repurchase agreement, an investor sells a security and enters into an agreement to repurchase the security at a specified future date and price. The investor generally retains the right to interest and principal payments on the security. Since the investor receives cash upon entering into a reverse repurchase agreement, it may be considered a borrowing. (See also Derivative Instruments.)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with reverse repurchase agreements include: Credit Risk and Interest Rate Risk.

SHORT SALES

In short-selling transactions, a fund sells a security it does not own in anticipation of a decline in the market value of the security. To complete the transaction, a fund must borrow the security to make delivery to the buyer. A fund is obligated to replace the security borrowed by purchasing it at the market price at the time of replacement. The price at such time may be more or less than the price at which the security was sold by a fund, which may result in a loss or gain, respectively. Unlike taking a long position in a security by purchasing the security, where potential losses are limited to the purchase price, short sales have no cap on maximum losses, and gains are limited to the price of the security at the time of the short sale.

Short sales of forward commitments and derivatives do not involve borrowing a security. These types of short sales may include futures, options, contracts for differences, forward contracts on financial instruments and options such as contracts, credit-linked instruments, and swap contracts.

A fund may not always be able to borrow a security it wants to sell short. A fund also may be unable to close out an established short position at an acceptable price and may have to sell long positions at disadvantageous times to cover its short positions. The value of your investment in a fund will fluctuate in response to the movements in the market. Fund performance also will depend on the effectiveness of the investment manager's research and the management team's investment decisions.

Short sales also involve other costs. A fund must repay to the lender an amount equal to any dividends or interest that accrues while the loan is outstanding. To borrow the security, a fund may be required to pay a premium. A fund also will incur truncation costs in effecting short sales. The amount of any ultimate gain for a fund resulting from a short sale will be decreased and the amount of any ultimate loss will be increased, by the amount of premiums, interest or expenses a fund may be required to pay in connection with the short sale. Until a fund closes the short position, it will earmark and reserve fund assets, in cash or liquid securities to offset a portion of the leverage risk. Realized gains from short sales are typically treated as short-term gains/losses.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with short sales include: Market Risk and Short Sales Risk.

SOVEREIGN DEBT

A sovereign debtor's willingness or ability to repay principal and pay interest in a timely manner may be affected by a variety of factors, including its cash flow situation, the extent of its reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor's policy toward international lenders, and the political constraints to which a sovereign debtor may be subject. (See also Foreign Securities.)

With respect to sovereign debt of emerging market issuers, investors should be aware that certain emerging market countries are among the largest debtors to commercial banks and foreign governments. At times, certain emerging market countries have declared moratoria on the payment of principal and interest on external debt.

Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis that led to defaults and the restructuring of certain indebtedness.

Sovereign debt includes Brady Bonds, which are securities issued under the framework of the Brady Plan, an initiative announced by former U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank indebtedness.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with sovereign debt include: Credit Risk and Foreign/Emerging Markets Risk.

STRUCTURED INVESTMENTS

A structured investment is a security whose return is tied to an underlying index or to some other security or pool of assets. Structured investments generally are individually negotiated agreements and may be traded over-the-counter. Structured investments are created and operated to restructure the investment characteristics of the underlying security. This restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, of specified instruments, such as commercial bank loans, and the issuance by that entity of one or more classes of debt obligations ("structured securities") backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured securities to create securities with different investment characteristics, such as varying maturities, payment priorities, and interest rate provisions. The extent of the payments made with respect to structured securities is dependent on the extent of the cash flow on the underlying instruments. Because structured securities typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. Structured securities are often offered in different classes. As a result a given class of a structured security may be either subordinated or unsubordinated to the right of payment of another class. Subordinated structured securities typically have higher yields and present greater risks than unsubordinated structured securities. Structured securities are typically sold in private placement transactions, and at any given time there may be no active trading market for a particular structured security.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with structured investments include: Credit Risk and Liquidity Risk.

SWAP AGREEMENTS

Swap agreements are typically individually negotiated agreements that obligate two parties to exchange payments based on a reference to a specified asset, reference rate or index. Swap agreements will tend to shift a party's investment exposure from one type of investment to another. A swap agreement can increase or decrease the volatility of a fund's investments and its net asset value.

Swap agreements are traded in the over-the-counter market and may be considered to be illiquid. Swap agreements entail the risk that a party will default on its payment obligations. A fund will enter into a swap agreement only if the claims-paying ability of the other party or its guarantor is considered to be investment grade by the investment manager. Generally, the unsecured senior debt or the claims-paying ability of the other party or its guarantor must be rated in one of the three highest rating categories of at least one Nationally Recognized Statistical Rating Organization (NRSRO) at the time of entering into the transaction. If there is a default by the other party to such a transaction, a fund will have to rely on its contractual remedies (which may be limited by bankruptcy, insolvency or similar laws) pursuant to the agreements related to the transaction. In certain circumstances, a fund may seek to minimize counterparty risk by requiring the counterparty to post collateral.

Swap agreements are usually entered into without an upfront payment because the value of each party's position is the same. The market values of the underlying commitments will change over time resulting in one of the commitments being worth more than the other and the net market value creating a risk exposure for one counterparty or the other.

Interest Rate Swaps. Interest rate swap agreements are often used to obtain or preserve a desired return or spread at a lower cost than through a direct investment in an instrument that yields the desired return or spread. They are financial instruments that involve the exchange of one type of interest rate cash flow for another type of interest rate cash flow on specified dates in the future. In a standard interest rate swap transaction, two parties agree to exchange their respective commitments to pay fixed or floating rates on a predetermined specified (notional) amount. The swap agreement notional amount is the predetermined basis for calculating the obligations that the swap counterparties have agreed to exchange. Under most swap agreements, the obligations of the parties are exchanged on a net basis. The two payment streams are netted out, with each party receiving or paying, as the case may be, only the net amount of the two payments. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, treasury rates and other foreign interest rates.

Cross Currency Swaps. Cross currency swaps are similar to interest rate swaps, except that they involve multiple currencies. A fund may enter into a currency swap when it has exposure to one currency and desires exposure to a different currency. Typically the interest rates that determine the currency swap payments are fixed, although occasionally one or both parties may pay a floating rate of interest. Unlike an interest rate swap, however, the principal amounts are exchanged at the beginning of the contract and returned at the end of the contract. In addition to paying and receiving amounts at the beginning and termination of the agreements, both sides will also have to pay in full periodically based upon the currency they have borrowed. Change in foreign exchange rates and changes in interest rates, as described above, may negatively affect currency swaps.

Total Return Swaps. Total return swaps are contracts in which one party agrees to make periodic payments based on the change in market value of the underlying assets, which may include a specified security, basket of securities or security indexes during the specified period, in return for periodic payments based on a fixed or variable interest rate of the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or market. For example, CMBS total return swaps are bilateral financial contracts designed to replicate synthetically the total returns of commercial mortgage-backed securities. In a typical total return equity swap, payments made by the fund or the counterparty are based on the total return of a particular reference asset or assets (such as an equity security, a combination of such securities, or an index). That is, one party agrees to pay another party the return on a stock, basket of stocks, or stock index in return for a specified interest rate. By entering into an equity index swap, for example, the index receiver can gain exposure to stocks making up the index of securities without actually purchasing those stocks. Total return swaps involve not only the risk associated with the investment in the underlying securities, but also the risk of the counterparty not fulfilling its obligations under the agreement.

Swaption Transaction. A swaption is an option on a swap agreement and a contract that gives a counterparty the right (but not the obligation) to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms, in return for payment of the purchase price (the "premium") of the option. The fund may write
(sell) and purchase put and call swaptions to the same extent it may make use of standard options on securities or other instruments. The writer of the contract receives the premium and bears the risk of unfavorable changes in the market value on the underlying swap agreement.

Swaptions can be bundled and sold as a package. These are commonly called interest rate caps, floors and collars. In interest rate cap transactions, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or cap. Interest rate floor transactions require one party, in exchange for a premium to agree to make payments to the other to the extent that interest rates fall below a specified level, or floor. In interest rate collar transactions, one party sells a cap and purchases a floor, or vice versa, in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels or collar amounts.

Credit Default Swaps. Credit default swaps are contracts in which third party credit risk is transferred from one party to another party by one party, the protection buyer, making payments to the other party, the protection seller, in return for the ability of the protection buyer to deliver a reference obligation, or portfolio of reference obligations, to the protection seller upon the occurrence of certain credit events relating to the issuer of the reference obligation and receive the notional amount of the reference obligation from the protection seller. A fund may use credit default swaps for various purposes including to increase or decrease its credit exposure to various issuers. For example, as a seller in a transaction, a fund could use credit default swaps as a way of increasing investment exposure to a particular issuer's bonds in lieu of purchasing such bonds directly. Similarly, as a buyer in a transaction, a fund may use credit default swaps to hedge its exposure on bonds that it owns or in lieu of selling such bonds. A credit default swap agreement may have as reference obligations one or more securities that are not currently held by the fund. The fund may be either the buyer or seller in the transaction. Credit default swaps may also be structured based on the debt of a basket of issuers, rather than a single issuer, and may be customized with respect to the default event that triggers purchase or other factors. As a seller, the fund generally receives an upfront payment or a fixed rate of income throughout the term of the swap, which typically is between six months and three years, provided that there is no credit event. If a credit event occurs, generally the seller must pay the buyer the full face amount of deliverable obligations of the reference obligations that may have little or no value. If the fund is a buyer and no credit event occurs, the fund recovers nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference obligation that may have little or no value.

upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A fund's obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the fund). In connection with credit default swaps in which a fund is the buyer, the fund will segregate or "earmark" cash or other liquid assets, or enter into certain offsetting positions, with a value at least equal to the fund's exposure (any accrued but unpaid net amounts owed by the fund to any counterparty), on a marked-to-market basis. In connection with credit default swaps in which a fund is the seller, the fund will segregate or "earmark" cash or other liquid assets, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts owed to the fund). Such segregation or "earmarking" will ensure that the fund has assets available to satisfy its obligations with respect to the transaction. Such segregation or "earmarking" will not limit the fund's exposure to loss.

The use of swap agreements by a fund entails certain risks, which may be different from, or possibly greater than, the risks associated with investing directly in the securities and other investments that are the referenced asset for the swap agreement. Swaps are highly specialized instruments that require investment techniques, risk analyses, and tax planning different from those associated with stocks, bonds, and other traditional investments. The use of a swap requires an understanding not only of the referenced asset, reference rate, or index, but also of the swap itself, without the benefit of observing the performance of the swap under all the possible market conditions. Because some swap agreements have a leverage component, adverse changes in the value or level of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the swap itself. Certain swaps have the potential for unlimited loss, regardless of the size of the initial investment.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with swaps include: Credit Risk, Liquidity Risk and Market Risk.

VARIABLE- OR FLOATING-RATE SECURITIES

Variable-rate securities provide for automatic establishment of a new interest rate at fixed intervals (daily, monthly, semiannually, etc.). Floating-rate securities generally provide for automatic adjustment of the interest rate whenever some specified interest rate index changes. Variable- or floating-rate securities frequently include a demand feature enabling the holder to sell the securities to the issuer at par. In many cases, the demand feature can be exercised at any time. Some securities that do not have variable or floating interest rates may be accompanied by puts producing similar results and price characteristics. Variable-rate demand notes include master demand notes that are obligations that permit the investor to invest fluctuating amounts, which may change daily without penalty, pursuant to direct arrangements between the investor as lender, and the borrower. The interest rates on these notes fluctuate from time to time. The issuer of such obligations normally has a corresponding right, after a given period, to prepay in its discretion the outstanding principal amount of the obligations plus accrued interest upon a specified number of days' notice to the holders of such obligations. Because these obligations are direct lending arrangements between the lender and borrower, it is not contemplated that such instruments generally will be traded. There generally is not an established secondary market for these obligations. Accordingly, where these obligations are not secured by letters of credit or other credit support arrangements, the lender's right to redeem is dependent on the ability of the borrower to pay principal and interest on demand. Such obligations frequently are not rated by credit rating agencies and may involve heightened risk of default by the issuer.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with variable- or floating-rate securities include:
Credit Risk.

WARRANTS

Warrants are securities giving the holder the right, but not the obligation, to buy the stock of an issuer at a given price (generally higher than the value of the stock at the time of issuance) during a specified period or perpetually. Warrants may be acquired separately or in connection with the acquisition of securities. Warrants do not carry with them the right to dividends or voting rights and they do not represent any rights in the assets of the issuer. Warrants may be considered to have more speculative characteristics than certain other types of investments. In addition, the value of a warrant does not necessarily change with the value of the underlying securities, and a warrant ceases to have value if it is not exercised prior to its expiration date.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with warrants include: Market Risk.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

for the securities or receive dividends or interest on them until the contractual settlement date. Such instruments involve the risk of loss if the value of the security to be purchased declines prior to the settlement date and the risk that the security will not be issued as anticipated. If the security is not issued as anticipated, a fund may lose the opportunity to obtain a price and yield considered to be advantageous.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with when-issued securities and forward commitments include: Credit Risk.

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

These securities are debt obligations that do not make regular cash interest payments (see also Debt Obligations). Zero-coupon and step-coupon securities are sold at a deep discount to their face value because they do not pay interest until maturity. Pay-in-kind securities pay interest through the issuance of additional securities. Because these securities do not pay current cash income, the price of these securities can be extremely volatile when interest rates fluctuate. See Appendix A for a discussion of securities ratings.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with zero-coupon, step-coupon, and pay-in-kind securities include: Credit Risk and Interest Rate Risk.

A fund cannot issue senior securities but this does not prohibit certain investment activities for which assets of the fund are set aside, or margin, collateral or escrow arrangements are established, to cover the related obligations. Examples of those activities include borrowing money, delayed-delivery and when-issued securities transactions, and contracts to buy or sell options, derivatives, and hedging instruments.

SECURITIES TRANSACTIONS

The funds will invest in a combination of underlying funds and in derivative instruments. To the extent that the funds invest their assets in underlying funds, the funds will not pay any commissions for purchases and sales. Each fund, however, will bear a portion of the commissions paid by the underlying funds in which it invests in connection with the purchase and sale of portfolio securities.

Except as otherwise noted, the description of policies and procedures in this section also applies to any fund subadviser. Subject to policies set by the Board, as well as the terms of the investment management services agreements, and subadviser agreements, as applicable, the investment manager or subadviser is authorized to determine, consistent with a fund's investment objective and policies, which securities will be purchased, held, or sold. With respect to the underlying funds, in determining where the buy and sell orders are to be placed, the investment manager has been directed to use its best efforts to obtain the best available price and the most favorable execution except where otherwise authorized by the Board.

Each fund, the investment manager, any subadviser and RiverSource Fund Distributors, Inc. (principal underwriter and distributor of the funds) has a strict Code of Ethics that prohibits affiliated personnel from engaging in personal investment activities that compete with or attempt to take advantage of planned portfolio transactions for the funds.

A fund's securities may be traded on an agency basis with brokers or dealers or on a principal basis with dealers. In an agency trade, the broker-dealer generally is paid a commission. In a principal trade, the investment manager will trade directly with the issuer or with a dealer who buys or sells for its own account, rather than acting on behalf of another client. The investment manager may pay the dealer a commission or instead, the dealer's profit, if any, is the difference, or spread, between the dealer's purchase and sale price for the security.

BROKER-DEALER SELECTION

In selecting broker-dealers to execute transactions for the underlying funds, the investment manager and each subadviser will consider from among such factors as the ability to minimize trading costs, trading expertise, infrastructure, ability to provide information or services, financial condition, confidentiality, competitiveness of commission rates, evaluations of execution quality, promptness of execution, past history, ability to prospect for and find liquidity, difficulty of trade, security's trading characteristics, size of order, liquidity of market, block trading capabilities, quality of settlement, specialized expertise, overall responsiveness, willingness to commit capital and research services provided.

The Board has adopted a policy prohibiting the investment manager, or any subadviser, from considering sales of shares of the funds and the underlying funds as a factor in the selection of broker-dealers through which to execute securities transactions.

On a periodic basis, the investment manager makes a comprehensive review of the broker-dealers and the overall reasonableness of their commissions, including review by an independent third-party evaluator. The review evaluates execution, operational efficiency, and research services.

COMMISSION DOLLARS

As stated above, to the extent that the funds invest their assets in underlying funds, the funds will not pay any commissions for purchases and sales. The following applies to the underlying funds. Broker-dealers typically provide a bundle of services including research and execution of transactions. The research provided can be either proprietary (created and provided by the broker-dealer) or third party (created by a third party but provided by the broker-dealer). Consistent with the interests of the fund, the investment manager and each subadviser may use broker-dealers who provide both types of research products and services in exchange for commissions, known as "soft dollars," generated by transactions in fund accounts.

The receipt of research and brokerage products and services is used by the investment manager, and by each subadviser, to the extent it engages in such transactions, to supplement its own research and analysis activities, by receiving the views and information of individuals and research staffs of other securities firms, and by gaining access to specialized expertise on individual companies, industries, areas of the economy and market factors. Research and brokerage products and services may include reports on the economy, industries, sectors and individual companies or issuers; statistical information; accounting and tax law interpretations; political analyses; reports on legal developments affecting portfolio securities; information on technical market actions; credit analyses; on-line quotation systems; risk measurement; analyses of corporate responsibility issues; on-line news services; and financial and market database services. Research services may be used by the investment manager in providing advice to multiple RiverSource accounts, including the funds (or by any subadviser to any other client of the subadviser) even though it is not possible to relate the benefits to any particular account or fund.

On occasion, it may be desirable to compensate a broker for research services or for brokerage services by paying a commission that might not otherwise be charged or a commission in excess of the amount another broker might charge. The Board has adopted a policy authorizing the investment manager to do so, to the extent authorized by law, if the investment manager or subadviser determines, in good faith, that such commission is reasonable in relation to the value of the brokerage or research services provided by a broker or dealer, viewed either in the light of that transaction or the investment manager's or subadviser's overall responsibilities with respect to a fund and the other funds or accounts for which it acts as investment manager (or by any subadviser to any other client of that subadviser).

As a result of these arrangements, some portfolio transactions may not be effected at the lowest commission, but overall execution may be better. The investment manager and each subadviser have represented that under its procedures the amount of commission paid will be reasonable and competitive in relation to the value of the brokerage services and research products and services provided.

The investment manager or a subadviser may use step-out transactions. A "step-out" is an arrangement in which the investment manager or subadviser executes a trade through one broker-dealer but instructs that broker-dealer to step-out all or a part of the trade to another broker-dealer. The second broker-dealer will clear and settle, and receive commissions for, the stepped-out portion. The investment manager or subadviser may receive research products and services in connection with step-out transactions.

Use of fund commissions may create potential conflicts of interest between the investment manager or subadviser and a fund. However, the investment manager and each subadviser has policies and procedures in place intended to mitigate these conflicts and ensure that the use of fund commissions falls within the "safe harbor" of Section 28(e) of the Securities Exchange Act of 1934. Some products and services may be used for both investment decision-making and non-investment decision-making purposes ("mixed use" items). The investment manager and each subadviser, to the extent it has mixed use items, has procedures in place to assure that fund commissions pay only for the investment decision-making portion of a mixed-use item.

TRADE AGGREGATION AND ALLOCATION

When the Funds invest in the underlying funds, they do so at the underlying funds' NAVs. Generally, orders are processed and executed in the order received. When a fund buys or sells the same security as another portfolio, fund, or account, the investment manager or subadviser carries out the purchase or sale pursuant to policies and procedures designed in such a way believed to be fair to the fund. Purchase and sale orders may be combined or aggregated for more than one account if it is believed it would be consistent with best execution. Aggregation may reduce commission costs or market impact on a per-share and per-dollar basis, although aggregation may have the opposite effect. There may be times when not enough securities are received to fill an aggregated order, including in an initial public offering, involving multiple accounts. In that event, the investment manager and each subadviser has policies and procedures designed in such a way believed to result in a fair allocation among accounts, including the fund.

From time to time, different portfolio managers with the investment manager may make differing investment decisions related to the same security. However, with certain exceptions for funds managed using strictly quantitative methods, a portfolio manager or portfolio management team may not sell a security short if the security is owned in another portfolio managed by that portfolio manager or portfolio management team. On occasion, a fund may purchase and sell a security simultaneously in order to profit from short-term price disparities.

The investment manager has portfolio management teams in its Minneapolis, New York and Los Angeles offices that may share research information regarding leveraged loans. The investment manager operates separate and independent trading desks in these locations for the purpose of purchasing and selling leveraged loans. As a result, the investment manager does not aggregate orders in leveraged loans across portfolio management teams. For example, funds and other client accounts being managed by these portfolio management teams may purchase and sell the same leveraged loan in the secondary market on the same day at different times and at different prices. There is also the potential for a particular account or group of accounts, including a fund, to forego an opportunity or to receive a different allocation (either larger or smaller) than might otherwise be obtained if the investment manager were to aggregate trades in leveraged loans across the portfolio management teams. Although the investment manager does not aggregate orders in leveraged loans across its portfolio management teams in Minneapolis, New York and Los Angeles, it operates in this structure subject to its duty to seek best execution.

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH THE INVESTMENT MANAGER

Affiliates of the investment manager may engage in brokerage and other securities transactions on behalf of a fund according to procedures adopted by the Board and to the extent consistent with applicable provisions of the federal securities laws. Subject to approval by the Board, the same conditions apply to transactions with broker-dealer affiliates of any subadviser. The investment manager will use an affiliate only if (i) the investment manager determines that the fund will receive prices and executions at least as favorable as those offered by qualified independent brokers performing similar brokerage and other services for the fund and (ii) the affiliate charges the fund commission rates consistent with those the affiliate charges comparable unaffiliated customers in similar transactions and if such use is consistent with terms of the Investment Management Services Agreement.

VALUING FUND SHARES

The assets of funds-of-funds consist primarily of shares of the underlying funds, which are valued at their NAVs. Other securities held by funds-of-funds are valued as described below.

In determining net assets before shareholder transactions, a fund's securities are valued as follows as of the close of business of the New York Stock Exchange (the "Exchange"):

- Securities traded on a securities exchange for which a last-quoted sales price is readily available are valued at the last-quoted sales price on the exchange where such security is primarily traded.

- Securities traded on a securities exchange for which a last-quoted sales price is not readily available are valued at the mean of the closing bid and asked prices, looking first to the bid and asked prices on the exchange where the security is primarily traded and, if none exist, to the over-the-counter market.

- Securities included in the NASDAQ National Market System are valued at the last-quoted sales price in this market.

- Securities included in the NASDAQ National Market System for which a last-quoted sales price is not readily available, and other securities traded over-the-counter but not included in the NASDAQ National Market System are valued at the mean of the closing bid and asked prices.

- Futures and options traded on major exchanges are valued at the last-quoted sales price on their primary exchange.

- Foreign securities traded outside the United States are generally valued as of the time their trading is complete, which is usually different from the close of the Exchange. Foreign securities quoted in foreign currencies are translated into U.S. dollars utilizing spot exchange rates at the close of regular trading on the NYSE.

their fair value according to procedures decided upon in good faith by the Board. This occurs most commonly with foreign securities, but may occur in other cases. The fair value of a security is likely to be different from the quoted or published price.

- Short-term securities maturing more than 60 days from the valuation date are valued at the readily available market price or approximate market value based on current interest rates. Short-term securities maturing in 60 days or less that originally had maturities of more than 60 days at acquisition date are valued at amortized cost using the market value on the 61st day before maturity. Short-term securities maturing in 60 days or less at acquisition date are valued at amortized cost. Amortized cost is an approximation of market value determined by systematically increasing the carrying value of a security if acquired at a discount, or reducing the carrying value if acquired at a premium, so that the carrying value is equal to maturity value on the maturity date.

- Securities without a readily available market price and securities for which the price quotations or valuations received from other sources are deemed unreliable or not reflective of market value are valued at fair value as determined in good faith by the Board. The Board is responsible for selecting methods it believes provide fair value.

- When possible, bonds are valued by a pricing service independent from the funds. If a valuation of a bond is not available from a pricing service, the bond will be valued by a dealer knowledgeable about the bond if such a dealer is available.

PORTFOLIO HOLDINGS DISCLOSURE

Each fund's Board and the investment manager believe that the investment ideas of the investment manager and any subadviser with respect to portfolio management of a fund should benefit the fund and its shareholders, and do not want to afford speculators an opportunity to profit by anticipating fund trading strategies or by using fund portfolio holdings information for stock picking. However, each fund's Board also believes that knowledge of the fund's portfolio holdings can assist shareholders in monitoring their investments, making asset allocation decisions, and evaluating portfolio management techniques.

Each fund's Board has therefore adopted the investment manager's policies and approved the investment manager's procedures, including the investment manager's oversight of subadviser practices, relating to disclosure of the fund's portfolio securities. These policies and procedures are intended to protect the confidentiality of fund portfolio holdings information and generally prohibit the release of such information until such information is made public, unless such persons have been authorized to receive such information on a selective basis, as described below. It is the policy of the fund not to provide or permit others to provide portfolio holdings on a selective basis, and the investment manager does not intend to selectively disclose portfolio holdings or expect that such holdings information will be selectively disclosed, except where necessary for the fund's operation or where there are legitimate business purposes for doing so and, in any case, where conditions are met that are designed to protect the interests of the fund and its shareholders. Although the investment manager seeks to limit the selective disclosure of portfolio holdings information and such selective disclosure is monitored under the fund's compliance program for conformity with the policies and procedures, there can be no assurance that these policies will protect the fund from the potential misuse of holdings information by individuals or firms in possession of that information. Under no circumstances may the investment manager, its affiliates or any employee thereof receive any consideration or compensation for disclosing such holdings information.

A complete schedule of each fund's portfolio holdings is available semi-annually and annually in shareholder reports filed on Form N-CSR and, after the first and third fiscal quarters, in regulatory filings on Form N-Q. These shareholder reports and regulatory filings are filed with the SEC in accordance with federal securities laws and are generally available within sixty (60) days of the end of a fund's fiscal quarter, on the SEC's website.

In addition, the investment manager makes publicly available information regarding a fund's top ten holdings (including name and percentage of a fund's assets invested in each such holding) and the percentage breakdown of a fund's investments by country, sector and industry, as applicable. This holdings information is made publicly available through the websites (riversource.com/funds for RiverSource and Threadneedle funds and seligman.com for Seligman funds) as of month-end, approximately ten (10) days following the month-end. In addition to the monthly top ten holdings and the portfolio holdings information made available on the SEC website as part of a fund's annual, semi-annual and fiscal quarter filings, the investment manager also publishes on websites each fund's full portfolio holdings (including name and percentage of a fund's assets invested in each such holding) as of the end of each calendar quarter. This full list of portfolio holdings is made available approximately thirty (30) days following the end of each calendar quarter.

From time to time, the investment manager may make partial or complete fund holdings information that is not publicly available on the websites or otherwise available in advance of the time restrictions noted above (1) to its affiliated and unaffiliated service providers that require the information in the normal course of business in order to provide services to the fund (including, without limitation entities identified by name in the fund's prospectus or this SAI, such as custodians, auditors, subadvisers, independent consultants, financial printers (Cenveo, Inc., Bowne, Vestek, Morningstar Associates, LLC, Data Communique, Inc.), pricing services (including Reuters Pricing Service, FT Interactive Data Corporation, Bear Stearns Pricing Service, and Kenny S&P), proxy voting services (such as Risk Metrics), and companies that deliver or support systems that provide analytical or statistical information (including Factset Research Systems, Bloomberg, L.P.), (2) to facilitate the review and/or rating of the fund by ratings and rankings agencies (including Morningstar, Inc., Thomson Financial and Lipper Inc.), (3) entities that provide trading, research or other investment related services (including Citigroup, Merrill Lynch & Co., and Morgan Stanley), and (4) fund intermediaries that include the funds in discretionary wrap or other investment programs that request such information in order to support the services provided to investors in the programs. In such situations, the information is released subject to confidentiality agreements, duties imposed under applicable policies and procedures (for example, applicable codes of ethics) designed to prevent the misuse of confidential information, general duties under applicable laws and regulations, or other such duties of confidentiality. In addition, the fund discloses holdings information as required by federal, state or international securities laws, and may disclose holdings information in response to requests by governmental authorities, or in connection with litigation or potential litigation, a restructuring of a holding, where such disclosure is necessary to participate or explore participation in a restructuring of the holding (e.g., as part of a bondholder group), or to the issuer of a holding, pursuant to a request of the issuer or any other party who is duly authorized by the issuer.

Each fund's Board has adopted the policies of the investment manager and approved the procedures Ameriprise Financial has established to ensure that the fund's holdings information is only disclosed in accordance with these policies. Before any selective disclosure of holdings information is permitted, the person seeking to disclose such holdings information must submit a written request to the Portfolio Holdings Committee ("PHC"). The PHC is comprised of members from the investment manager's General Counsel's Office, Compliance, and Communications. The PHC has been authorized by the fund's Board to perform an initial review of requests for disclosure of holdings information to evaluate whether there is a legitimate business purpose for selective disclosure, whether selective disclosure is in the best interests of a fund and its shareholders, to consider any potential conflicts of interest between the fund, the investment manager, and its affiliates, and to safeguard against improper use of holdings information. Factors considered in this analysis are whether the recipient has agreed to or has a duty to keep the holdings information confidential and whether risks have been mitigated such that the recipient has agreed or has a duty to use the holdings information only as necessary to effectuate the purpose for which selective disclosure was authorized, including a duty not to trade on such information. Before portfolio holdings may be selectively disclosed, requests approved by the PHC must also be authorized by a fund's Chief Compliance Officer or the fund's General Counsel. On at least an annual basis the PHC reviews the approved recipients of selective disclosure and, where appropriate, requires a resubmission of the request, in order to re-authorize any ongoing arrangements. These procedures are intended to be reasonably designed to protect the confidentiality of fund holdings information and to prohibit their release to individual investors, institutional investors, intermediaries that distribute the fund's shares, and other parties, until such holdings information is made public or unless such persons have been authorized to receive such holdings information on a selective basis, as set forth above.

In connection with a proposed acquisition by RiverSource Investments' parent company, Ameriprise Financial, of certain asset management-related businesses operated by subsidiary companies of the Bank of America Corporation (BAC), RiverSource Investments may share certain of the funds' portfolio holdings information with select personnel of these BAC subsidiary companies as part of the overall integration efforts with RiverSource Investments. Disclosures are subject to confidentiality obligations and were approved by the PHC and the funds' Chief Compliance Officer.

Although the investment manager has set up these procedures to monitor and control selective disclosure of holdings information, there can be no assurance that these procedures will protect a fund from the potential misuse of holdings information by individuals or firms in possession of that information.

PROXY VOTING

GENERAL GUIDELINES, POLICIES AND PROCEDURES

In the event that the funds hold securities other than shares of the underlying funds, proxies for such securities held by the funds will be voted as described below, as will the proxies for securities held by the underlying funds.

The funds uphold a long tradition of supporting sound and principled corporate governance. For over 30 years, the Board, which consists of a majority of independent Board members, has determined policies and voted proxies. The funds' investment manager, RiverSource Investments, and the funds' administrator, Ameriprise Financial, provide support to the Board in connection with the proxy voting process.

GENERAL GUIDELINES

CORPORATE GOVERNANCE MATTERS -- The Board supports proxy proposals that it believes are tied to the interests of shareholders and votes against proxy proposals that appear to entrench management. For example:

- The Board generally votes in favor of proposals for an independent chairman or, if the chairman is not independent, in favor of a lead independent director.

- The Board supports annual election of all directors and proposals to eliminate classes of directors.

- In a routine election of directors, the Board will generally vote with management's recommendations because the Board believes that management and nominating committees of independent directors are in the best position to know what qualifications are required of directors to form an effective board. However, the Board will generally vote against a nominee who has been assigned to the audit, compensation or nominating committee if the nominee is not independent of management based on established criteria. The Board will also withhold support for any director who fails to attend 75% of meetings or has other activities that appear to interfere with his or her ability to commit sufficient attention to the company and, in general, will vote against nominees who are determined to have been involved in options backdating.

- The Board generally supports proposals requiring director nominees to receive a majority of affirmative votes cast in order to be elected to the board, and opposes cumulative voting based on the view that each director elected should represent the interests of all shareholders.

- Votes in a contested election of directors are evaluated on a case-by-case basis. In general, the Board believes that incumbent management and nominating committees, with access to more and better information, are in the best position to make strategic business decisions. However, the Board will consider an opposing slate if it makes a compelling business case for leading the company in a new direction.

SHAREHOLDER RIGHTS PLANS -- The Board generally supports shareholder rights plans based on a belief that such plans force uninvited bidders to negotiate with a company's board. The Board believes these negotiations allow time for the company to maximize value for shareholders by forcing a higher premium from a bidder, attracting a better bid from a competing bidder or allowing the company to pursue its own strategy for enhancing shareholder value. The Board supports proposals to submit shareholder rights plans to shareholders and supports limiting the vote required for approval of such plans to a majority of the votes cast.

AUDITORS -- The Board values the independence of auditors based on established criteria. The Board supports a reasonable review of matters that may raise concerns regarding an auditor's service that may cause the Board to vote against a management recommendation, including, for example, auditor involvement in significant financial restatements, options backdating, material weaknesses in control, attempts to limit auditor liability or situations where independence has been compromised.

STOCK OPTION PLANS AND OTHER MANAGEMENT COMPENSATION ISSUES -- The Board expects company management to give thoughtful consideration to providing competitive long-term employee incentives directly tied to the interest of shareholders. The Board votes against proxy proposals that it believes dilute shareholder value excessively.

The Board believes that equity compensation awards can be a useful tool, when not abused, for retaining employees and giving them incentives to engage in conduct that will improve the performance of the company. In this regard, the Board generally favors minimum holding periods of stock obtained by senior management pursuant to an option plan and will vote against compensation plans for executives that it deems excessive.

have differing views of social and environmental issues and believes that these matters are primarily the responsibility of a company's management and its board of directors.

POLICIES AND PROCEDURES

The policy of the Board is to vote all proxies of the companies in which a fund holds investments. Because of the volume and complexity of the proxy voting process, including inherent inefficiencies in the process that are outside the control of the Board or the Proxy Team (as defined below), not all proxies may be voted. The Board has implemented policies and procedures that have been reasonably designed to vote proxies and to ensure that there are no conflicts between interests of a fund's shareholders and those of the funds' principal underwriters, RiverSource Investments, or other affiliated persons. In exercising its proxy voting responsibilities, the Board may rely upon the research or recommendations of one or more third party service providers.

The administration of the proxy voting process is handled by the RiverSource Proxy Administration Team ("Proxy Team"). In exercising its responsibilities, the Proxy Team may rely upon one or more third party service providers. The Proxy Team assists the Board in identifying situations where its guidelines do not clearly require a vote in a particular manner and assists in researching matters and making voting recommendations. RiverSource Investments may recommend that a proxy be voted in a manner contrary to the Board's guidelines. In making recommendations to the Board about voting on a proposal, the investment manager relies on its own investment personnel (or the investment personnel of a fund's subadviser(s)) and information obtained from an independent research firm. The investment manager makes the recommendation in writing. The process requires that Board members who are independent from the investment manager consider the recommendation and decide how to vote the proxy proposal or establish a protocol for voting the proposal.

On an annual basis, or more frequently as determined necessary, the Board reviews recommendations to revise the existing guidelines or add new guidelines. Recommendations are based on, among other things, industry trends and the frequency that similar proposals appear on company ballots.

The Board considers management's recommendations as set out in the company's proxy statement. In each instance in which a fund votes against management's recommendation (except when withholding votes from a nominated director), the Board sends a letter to senior management of the company explaining the basis for its vote. This permits both the company's management and the Board to have an opportunity to gain better insight into issues presented by the proxy proposal(s).

VOTING IN COUNTRIES OUTSIDE THE UNITED STATES (NON-U.S. COUNTRIES) -- Voting proxies for companies not domiciled in the United States may involve greater effort and cost due to the variety of regulatory schemes and corporate practices. For example, certain non-U.S. countries require securities to be blocked prior to a vote, which means that the securities to be voted may not be traded within a specified number of days before the shareholder meeting. The Board typically will not vote securities in non-U.S. countries that require securities to be blocked as the need for liquidity of the securities in the funds will typically outweigh the benefit of voting. There may be additional costs associated with voting in non-U.S. countries such that the Board may determine that the cost of voting outweighs the potential benefit.

SECURITIES ON LOAN -- The Board will generally refrain from recalling securities on loan based upon its determination that the costs and lost revenue to the funds, combined with the administrative effects of recalling the securities, generally outweigh the benefit of voting the proxy. While neither the Board nor the funds' administrator assesses the economic impact and benefits of voting loaned securities on a case-by-case basis, situations may arise where the Board requests that loaned securities be recalled in order to vote a proxy. In this regard, if a proxy relates to matters that may impact the nature of a company, such as a proposed merger or acquisition, and the funds' ownership position is more significant, the Board has established a guideline to direct the funds' administrator to use its best efforts to recall such securities based upon its determination that, in these situations, the benefits of voting such proxies generally outweigh the costs or lost revenue to the funds, or any potential adverse administrative effects to the funds, of not recalling such securities.

INVESTMENT IN AFFILIATED FUNDS -- Certain RiverSource funds may invest in shares of other RiverSource funds (referred to in this context as "underlying funds") and may own substantial portions of these underlying funds. The proxy policy of the funds is to ensure that direct public shareholders of underlying funds control the outcome of any shareholder vote. To help manage this potential conflict of interest, recognizing that the direct public shareholders of these underlying funds may represent only a minority interest, the policy of the funds is to vote proxies of the underlying funds in the same proportion as the vote of the direct public shareholders. If there are no direct public shareholders of an underlying fund, the policy is to cast votes in accordance with instructions from the independent members of the Board.

OBTAIN A PROXY VOTING RECORD

Each year the RiverSource funds file their proxy voting records with the SEC and make them available by August 31 for the 12-month period ending June 30 of that year. The records can be obtained without charge through riversource.com/funds (for RiverSource and Threadneedle funds) or seligman.com (for Seligman funds) or searching the website of the SEC at www.sec.gov.

INVESTING IN A FUND

The funds are offered to separate accounts (Accounts) funding variable annuity contracts and variable life insurance policies (Contracts) issued by affiliated life insurance companies. Accounts may not buy (nor will they own) shares of the fund directly. Accounts invest by buying an annuity contract or life insurance policy and allocating purchase payments to the Account that invests in the fund. Your purchase price will be the next NAV calculated after your request is received in good order by the fund or an authorized insurance company.

There is no sales charge associated with the purchase of fund shares, but there may be charges associated with the surrender or withdrawal of your annuity contract or life insurance policy. Any charges that apply to the Account and your contract are described in your annuity contract or life insurance policy prospectus.

You may transfer all or part of your value in an Account investing in shares of the fund to one or more of the other Accounts investing in shares of other funds with different investment objectives.

You may provide instructions to sell any shares you have allocated to the Accounts. Proceeds will be mailed within seven days after your surrender or withdrawal request is accepted by an authorized agent. The amount you receive may be more or less than the amount you invested. Your sale price will be the next NAV calculated after your request is received in good order by the fund or an authorized insurance company.

Please refer to your annuity contract or life insurance policy prospectus for more information about minimum and maximum payments and submission and acceptance of your application, transfers among Accounts as well as surrenders and withdrawals.

REJECTION OF BUSINESS

Each fund and the distributor reserve the right to reject any business, in its sole discretion.

SELLING SHARES

A fund will sell any shares presented by the shareholders (Accounts of participating insurance companies) for sale. The policies on when or whether to buy or sell shares are described in your annuity or life insurance prospectus.

During an emergency the Board of the funds and the underlying funds can suspend the computation of net asset value, stop accepting payments for purchase of shares, or suspend the duty of a fund to sell shares for more than seven days. Such emergency situations would occur if:

- The Exchange closes for reasons other than the usual weekend and holiday closings or trading on the Exchange is restricted, or

- Disposal of a fund's securities is not reasonably practicable or it is not reasonably practicable for the fund to determine the fair value of its net assets, or

- The SEC, under the provisions of the 1940 Act, declares a period of emergency to exist.

Should a fund stop selling shares, the Board may make a deduction from the value of the assets held by the fund to cover the cost of future liquidations of the assets so as to distribute these costs fairly among all contract owners.

TAXES

Each fund will be treated as a partnership for federal income purposes. A partnership is not subject to U.S. federal income tax itself, although it must file a "Partnership Return of Income". Rather, each partner of a partnership, in computing its federal income tax liability for a taxable year, is required to take into account its allocable share of the fund's items of income, gain, loss, deduction or credit for the taxable year of the fund ending within or with the taxable year of the partner, regardless of whether such partner has received or will receive corresponding distributions from the fund.

The funds will not need to make distributions to their shareholders to preserve their tax status.

The funds intend to comply with the requirements of Section 817(h) and the related regulations issued thereunder by the Treasury Department. Under a safe harbor for separate accounts in Section 817(h) of the Code and Section 1.817-5(b)(2) of the Treasury Regulations, (a) at least 50% of the market value of the fund's total assets must be represented by cash and cash items (including receivables), Government securities, and securities of other regulated investment companies, and other securities limited in respect of any one issuer, to an amount not greater than 5% of the fund's total assets and 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total assets may be invested in the securities of any one issuer (other than U.S. government securities and securities of other regulated investment companies), the securities of two or more issuers which the fund controls and which are engaged in the same, similar or related trades or businesses, or in the securities of one or more publicly traded partnerships. In addition, no more than 55% of the assets of the separate account which owns shares in the fund, including the separate account's proportionate share of the assets of the fund, can be in cash, cash items (including receivables), government securities and securities of other regulated investment companies.

If the fund does not qualify for the safe harbor test, an alternative diversification test is provided for in Section 1.817-5(b)(1). Under this test, no more than 55% of the value of total assets can be invested in one security, no more than 70% of the value of total assets can be invested in two securities, no more than 80% of the value of total assets can be invested in three securities, no more than 90% of the value of total assets can be invested in four securities. For purposes of the latter diversification requirement, the fund's beneficial interest in a regulated investment company, a real estate investment trust, a partnership or a grantor trust will not be treated as a single investment of a segregated asset account if the fund meets certain requirements related to its ownership and access. Instead, a pro rata portion of each asset of the investment company, partnership, or trust will be treated as an asset of the segregated asset account. The funds intend to meet such requirements.

The partners or owners of the funds may be subject to U.S. taxes resulting from holdings in a passive foreign investment company (PFIC). To avoid taxation and to the extent possible, a fund may make an election to mark to market its PFIC stock. A foreign corporation is a PFIC when 75% or more of its gross income for the taxable year is passive income or 50% or more of the average value of its assets consists of assets that produce or could produce passive income.

Income earned by a fund may have had foreign taxes imposed and withheld on it in foreign countries. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes.

This is a brief summary that relates to federal income taxation only. Shareholders should consult their tax advisor as to the application of federal, state, and local income tax laws to fund distributions.

SERVICE PROVIDERS

INVESTMENT MANAGEMENT SERVICES

RiverSource Investments is the investment manager for each fund. Under the Investment Management Services Agreement, the investment manager, subject to the policies set by the Board, provides investment management services.

Subject to the Board's approval, the funds do not pay the investment manager a direct fee for investment management services. Under the agreement, the funds will pay taxes, brokerage commissions (if any) and nonadvisory expenses, which include custodian fees and charges; fidelity bond premiums; registration fees for public sale of securities; certain legal fees; consultants' fees; compensation or Board members, officers and employees not employed by the investment manager or its affiliates; corporate filing fees; organizational expenses; expenses incurred in connection with lending securities; interest and fee expenses related to a fund's participation in inverse floater structures; and expense properly payable by a fund, approved by the Board.

MANAGER OF MANAGERS EXEMPTION

The RiverSource Family of Funds has received an order from the Securities and Exchange Commission (SEC) that permits RiverSource Investments, subject to the approval of the Board, to appoint a subadviser or change the terms of a subadvisory agreement for a fund (including any underlying fund) without first obtaining shareholder approval. The order permits the fund (including any underlying fund) to add or change unaffiliated subadvisers or the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. RiverSource Investments and its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create a conflict of interest. In making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a

subadvisory agreement, RiverSource Investments does not consider any other relationship it or its affiliates may have with a subadviser, and RiverSource Investments discloses the nature of any material relationships it has with a subadviser to the Board.

PORTFOLIO MANAGERS. The following provides information about the funds' portfolio managers as of Dec. 31, 2009.

TABLE 3. PORTFOLIO MANAGERS

                                                OTHER ACCOUNTS MANAGED (EXCLUDING THE FUND)
                                            ------------------------------------------------
                                                                                 PERFORMANCE  OWNERSHIP   POTENTIAL
                                             NUMBER AND TYPE      APPROXIMATE       BASED      OF FUND    CONFLICTS   STRUCTURE OF
FUND                     PORTFOLIO MANAGER    OF ACCOUNT(a)    TOTAL NET ASSETS  ACCOUNTS(b)  SHARES(c)  OF INTEREST  COMPENSATION
----                     -----------------  -----------------  ----------------  -----------  ---------  -----------  ------------
Aggressive Portfolio     Colin J. Lundgren  17 RICs            $1.55 billion     None                        (1)           (2)
                                            16 other accounts  $270.34 million
                         Gene R. Tannuzzo   1 RIC              $283.41 million   None         None                         (3)
                                            2 other accounts   $0.04 million
                         Kent M. Bergene    6 RICs             $3.89 billion     None                                      (4)
                                            7 other accounts   $1.36 million
Conservative Portfolio   Colin J. Lundgren  17 RICs            $1.55 billion     None                        (1)           (2)
                                            16 other accounts  $270.34 million
                         Gene R. Tannuzzo   1 RIC              $283.41 million   None         None                         (3)
                                            2 other accounts   $0.04 million
                         Kent M. Bergene    6 RICs             $3.89 billion     None                                      (4)
                                            7 other accounts   $1.36 million
Moderate Portfolio       Colin J. Lundgren  17 RICs            $1.55 billion     None                        (1)           (2)
                                            16 other accounts  $270.34 million
                         Gene R. Tannuzzo   1 RIC              $283.41 million   None         None                         (3)
                                            2 other accounts   $0.04 million
                         Kent M. Bergene    6 RICs             $3.89 billion     None                                      (4)
                                            7 other accounts   $1.36 million
Moderately Aggressive
   Portfolio             Colin J. Lundgren  17 RICs            $1.55 billion     None                        (1)           (2)
                                            16 other accounts  $270.34 million
                         Gene R. Tannuzzo   1 RIC              $283.41 million   None         None                         (3)
                                            2 other accounts   $0.04 million
                         Kent M. Bergene    6 RICs             $3.89 billion     None                                      (4)
                                            7 other accounts   $1.36 million
Moderately Conservative
   Portfolio             Colin J. Lundgren  17 RICs            $1.55 billion     None                        (1)           (2)
                                            16 other accounts  $270.34 million
                         Gene R. Tannuzzo   1 RIC              $283.41 million   None         None                         (3)
                                            2 other accounts   $0.04 million
                         Kent M. Bergene    6 RICs             $3.89 billion     None                                      (4)
                                            7 other accounts   $1.36 million

(a) RIC refers to a Registered Investment Company (each series or portfolio of a RIC is treated as a separate RIC); PIV refers to a Pooled Investment Vehicle.

(b) Number of accounts for which the advisory fee paid is based in part or wholly on performance and the aggregate net assets in those accounts.

(c) All shares of the Variable Portfolio funds are owned by life insurance companies and are not available for purchase by individuals. Consequently no portfolio manager owns any shares of Variable Portfolio funds.

POTENTIAL CONFLICTS OF INTEREST:

(1) Management of the fund-of-funds differs from that of the other RiverSource funds. The portfolio management process is set forth generally below and in more detail in the funds' prospectus.

Because of the structure of the fund-of-funds, the potential conflicts of interest for the portfolio managers may be different than the potential conflicts of interest for portfolio managers who manage other funds. These potential conflicts of interest include:

- In certain cases, the portfolio managers of the underlying funds are the same as the portfolio managers of the fund-of-funds, and could influence the allocation of funds-of-funds assets to or away from the underlying funds that they manage.

- RiverSource Investments and its affiliates may receive higher compensation as a result of allocations to underlying funds with higher fees.

- RiverSource Investments monitors the performance of the underlying funds and may, from time to time, recommend to the Board of the funds a change in portfolio management or fund strategy or the closure or merger of an underlying fund. In addition, RiverSource Investments may believe that certain RiverSource funds may benefit from additional assets or could be harmed by redemptions. All of these factors may also influence decisions in connection with the allocation of funds-of-funds assets to or away from certain underlying funds.

In addition to the accounts above, portfolio managers may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the fund. The investment manager has in place a Code of Ethics that is designed to address conflicts and that, among other things, imposes restrictions on the ability of the portfolio managers and other "investment access persons" to invest in securities that may be recommended or traded in the fund and other client accounts.

STRUCTURE OF COMPENSATION:

(2) Portfolio manager compensation is typically comprised of (i) a base salary,
(ii) an annual cash bonus, and (iii) an equity incentive award in the form of stock options and/or restricted stock. The annual cash bonus and equity incentive awards are paid from a team bonus pool that is based on the performance of the accounts managed by the portfolio management team, which might include mutual funds, wrap accounts, institutional portfolios and hedge funds. Funding for the bonus pool is determined by a percentage of the aggregate assets under management in the accounts managed by the portfolio managers, including the fund, and by the short term (typically one-year) and long-term (typically three-year, five-year and ten-year) performance of those accounts in relation to the relevant peer group universe. Funding for the bonus pool would also include a percentage of any performance fees earned on long/short mutual funds managed by the Team. With respect to hedge funds and separately managed accounts that follow a hedge fund mandate, funding for the bonus pool is a percentage of performance fees earned on the hedge funds or accounts managed by the portfolio managers. Senior management of RiverSource Investments has the discretion to increase or decrease the size of the part of the bonus pool and to determine the exact amount of each portfolio manager's bonus paid from this portion of the bonus pool based on his/her performance as an employee. In addition, where portfolio managers invest in a hedge fund managed by the investment manager, they receive a cash reimbursement for the investment management fees charged on their hedge fund investments. RiverSource Investments portfolio managers are provided with a benefits package, including life insurance, health insurance, and participation in a company 401(k) plan, comparable to that received by other RiverSource Investments employees. Certain investment personnel are also eligible to defer a portion of their compensation. An individual making this type of election can allocate the deferral to the returns associated with one or more products they manage or support or to certain other products managed by their investment team. Depending upon their job level, RiverSource Investments portfolio managers may also be eligible for other benefits or perquisites that are available to all RiverSource Investments employees at the same job level.

(3) Portfolio manager compensation is typically comprised of (i) a base salary,
(ii) an annual cash bonus, a portion of which may be subject to a mandatory deferral program, and may include (iii) an equity incentive award in the form of stock options and/or restricted stock. The annual cash bonus is paid from a team bonus pool that is based on the performance of the accounts managed by the portfolio management team, which might include mutual funds, wrap accounts, institutional portfolios and hedge funds. The bonus pool is determined by the aggregate market competitive bonus targets for the teams of which the portfolio manager is a member and by the short-term (typically one-year) and long-term (typically three-year) performance of those accounts in relation to applicable benchmarks or the relevant peer group universe. Senior management of RiverSource Investments has the discretion to increase or decrease the size of the part of the bonus pool and to determine the exact amount of each portfolio manager's bonus paid from this portion of the bonus pool based on his/her performance as an employee. RiverSource Investments portfolio managers are provided with a benefits package, including life insurance, health insurance, and participation in a company 401(k) plan, comparable to that received by other RiverSource Investments employees. Certain investment personnel are also eligible to defer a portion of their compensation. An individual making this type of election can allocate the deferral to the returns associated with one or more products they manage or support or to certain other products managed by their investment team. Depending upon their job level, RiverSource Investments portfolio managers may also be eligible for other benefits or perquisites that are available to all RiverSource Investments employees at the same job level.

(4) The compensation of RiverSource Investments employees consists of (i) a base salary, (ii) an annual cash bonus, and (iii) equity incentive awards in the form of stock options and/or restricted stock. The annual cash bonus is based on management's assessment of the employee's performance relative to individual and business unit goals and objectives. The annual bonus may be based, in part, on developing competitive products, managing existing products, and selecting and monitoring subadvisers for funds. RiverSource Investments' portfolio managers are provided with a benefits package including life insurance, health insurance and participation in the company's 401(k) plan comparable to that received by other RiverSource Investments employees. Depending upon their job level, RiverSource Investments' portfolio managers may also be eligible for other benefits

or perquisites that are available to all RiverSource Investments employees at the same job level.

ADMINISTRATIVE SERVICES

Each fund has an Administrative Services Agreement with Ameriprise Financial. Under this agreement, the fund pays Ameriprise Financial for providing administration and accounting services. Subject to the Board's approval the fee paid is 0.020% on all asset levels and is calculated for each calendar day on the basis of net assets as of the close of the preceding day.

TRANSFER AGENCY SERVICES

Each fund has a Transfer Agency and Servicing Agreement with RiverSource Service Corporation located at 734 Ameriprise Financial Center, Minneapolis, MN 55474. This agreement governs RiverSource Service Corporation's responsibility for administering and/or performing transfer agent functions and for acting as service agent in connection with dividend and distribution functions in connection with the sale and redemption of the fund's shares. The transfer agent may hire third parties to perform services under this agreement. Subject to the Boards approval, under the agreement, the funds do not pay a direct fee for transfer agency services.

DISTRIBUTION SERVICES

RiverSource Fund Distributors, Inc. (the distributor), 50611 Ameriprise Financial Center, Minneapolis, MN 55474, an indirect wholly-owned subsidiary of RiverSource Investments, LLC, is the funds' principal underwriter. Each fund's shares are offered on a continuous basis.

PLAN AND AGREEMENT OF DISTRIBUTION

To help defray the cost of distribution and servicing, each fund approved a Plan of Distribution (the "Plan") and entered into an agreement under the Plan pursuant to Rule 12b-1 under the 1940 Act with the distributor. Subject to the Board's approval, under the Plan, of the type known as a reimbursement plan, the fund pays a fee applicable to Class 2 and Class 4 shares up to actual expenses incurred at an annual rate of up to 0.25% of the fund's average daily net assets.

Expenses covered under this Plan include sales commissions; business, employee and financial advisor expenses charged to distribution of shares; and overhead appropriately allocated to the sale of shares. These expenses also include costs of providing personal service to contract owners. A substantial portion of the costs are not specifically identified to any one of the funds. The fee is not allocated to any one service (such as advertising, payments to underwriters, or other uses). However, a significant portion of the fee is generally used for sales and promotional expenses. Payments under the Plan are intended to result in an increase in fund assets and thus potentially result in economies of scale and lower costs for all shareholders over time.

The Plan must be approved annually by the Board, including a majority of the Board members who are not "interested" persons of the funds, as that term is defined in the 1940 Act, if it is to continue for more than a year. At least quarterly, the Board reviews written reports concerning the amounts expended under the Plan and the purposes for which such expenditures were made. The Plan and any agreement related to it may be terminated at any time by vote of a majority of Board members who 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, or by vote of a majority of the outstanding voting securities of the fund or by the distributors. Any agreement related to the Plan will terminate in the event of its assignment, as that term is defined in the 1940 Act. The Plan may not be amended to increase the amount to be spent for distribution without shareholder approval, and all material amendments to the Plan must be approved by a majority of the Board members, including a majority of the Board members who are not interested persons of the fund and who do not have a financial interest in the operation of the Plan or any agreement related to it. The selection and nomination of Board members who are not interested persons of the fund is the responsibility of the other independent Board members. No Board member who is not an interested person has any direct or indirect financial interest in the operation of the Plan or any related agreement.

CUSTODIAN SERVICES

The fund's securities and cash are held pursuant to a custodian agreement with JPMorgan Chase Bank, N.A. (JPMorgan), 1 Chase Manhattan Plaza, 19th floor, New York, NY 10005. The custodian is permitted to deposit some or all of its securities in central depository systems as allowed by federal law. For its services, the fund pays the custodian a maintenance charge and a charge per transaction in addition to reimbursing the custodian's out-of-pocket expenses.

BOARD SERVICES CORPORATION

purposes of administering the payment of compensation to each independent Board member, to provide office space for use by the funds and their boards, and to provide any other services to the boards or the independent members, as may be reasonably requested.

ORGANIZATIONAL INFORMATION

Each fund is an open-end management investment company. The funds' headquarters are at 901 S. Marquette Ave., Suite 2810, Minneapolis, MN 55402-3268.

Each fund is owned by subaccounts, its shareholders. The shares of a fund represent an interest in that fund's assets only (and profits or losses), and, in the event of liquidation, each share of a fund would have the same rights to dividends and assets as every other share of that fund.

VOTING RIGHTS

For a discussion of the rights of contract owners concerning the voting of shares held by the subaccounts, please see your annuity or life insurance contract prospectus. All shares have voting rights over the fund's management and fundamental policies. Each share is entitled to vote based on the total dollar interest in the fund. All shares have cumulative voting rights with respect to the election of Board members. This means that shareholders have as many votes as the dollar amount owned, including the fractional amount, multiplied by the number of members to be elected.

SHAREHOLDER LIABILITY

Under Massachusetts law, shareholders of a Massachusetts business trust may, under certain circumstances, be held personally liable as partners for its obligation. However, the Declaration of Trust that establishes a trust, a copy of which, together with all amendments thereto (the "Declaration of Trust"), is on file with the office of the Secretary of the Commonwealth of Massachusetts for each applicable fund, contains an express disclaimer of shareholder liability for acts or obligations of the Trust, or of any fund in the Trust. The Declaration of Trust provides that, if any shareholder (or former shareholder) of a fund in the Trust is charged or held to be personally liable for any obligation or liability of the Trust, or of any fund in the Trust, solely by reason of being or having been a shareholder and not because of such shareholder's acts or omissions or for some other reason, the Trust (upon request of the shareholder) shall assume the defense against such charge and satisfy any judgment thereon, and the shareholder or former shareholder (or the heirs, executors, administrators or other legal representatives thereof, or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled (but solely out of the assets of the fund of which such shareholder or former shareholder is or was the holder of shares) to be held harmless from and indemnified against all loss and expense arising from such liability.

The Declaration of Trust also provides that the Trust may maintain appropriate insurance (for example, fidelity bond and errors and omissions insurance) for the protection of the Trust, its shareholders, Trustees, officers, employees and agents covering possible tort and other liabilities. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which both inadequate insurance existed and the Trust itself was unable to meet its obligations.

The Declaration of Trust further provides that obligations of the Trust are not binding upon the Trustees individually, but only upon the assets and property of the Trust, and that the Trustees will not be liable for any action or failure to act, errors of judgment, or mistakes of fact or law, but nothing in the Declaration of Trust or other agreement with a Trustee protects a Trustee against any liability to which he or she would otherwise be subject by reason of his or her willful bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office. By becoming a shareholder of the fund, each shareholder shall be expressly held to have assented to and agreed to be bound by the provisions of the Declaration of Trust.

TABLE 4. FUND HISTORY TABLE FOR RIVERSOURCE FAMILY OF FUNDS

                                                                                                             FISCAL
                                                    DATE OF        DATE BEGAN      FORM OF       STATE OF     YEAR
FUND*                                             ORGANIZATION     OPERATIONS   ORGANIZATION   ORGANIZATION    END     DIVERSIFIED**
-----                                         -------------------  ----------  --------------  ------------  ------    -------------
RIVERSOURCE BOND SERIES, INC.(2)              4/29/81, 4/8/86(1)                 Corporation       NV/MN      7/31
   RiverSource Floating Rate Fund                                    2/16/06                                                Yes
   RiverSource Income Opportunities Fund                             6/19/03                                                Yes
   RiverSource Inflation Protected
      Securities Fund                                                 3/4/04                                                 No
   RiverSource Limited Duration Bond Fund                            6/19/03                                                Yes
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST             4/7/86                     Business Trust       MA        8/31(10)
   RiverSource California Tax-Exempt Fund                            8/18/86                                                 No
RIVERSOURCE DIMENSIONS SERIES, INC.           2/20/68, 4/8/86(1)                 Corporation       NV/MN      7/31

                                                                                                             FISCAL
                                                    DATE OF        DATE BEGAN      FORM OF       STATE OF     YEAR
FUND*                                             ORGANIZATION     OPERATIONS   ORGANIZATION   ORGANIZATION    END     DIVERSIFIED**
-----                                         -------------------  ----------  --------------  ------------  ------    -------------
   RiverSource Disciplined Small and Mid Cap
      Equity Fund                                                    5/18/06                                                Yes
   RiverSource Disciplined Small Cap Value
      Fund                                                           2/16/06                                                Yes
RIVERSOURCE DIVERSIFIED INCOME SERIES,
      INC.(2)                                 6/27/74, 4/8/86(1)                 Corporation       NV/MN      8/31
   RiverSource Diversified Bond Fund(3)                              10/3/74                                                Yes
RIVERSOURCE EQUITY SERIES, INC.               3/18/57, 4/8/86(1)                 Corporation       NV/MN     11/30
   RiverSource Mid Cap Growth Fund(4)                                 6/4/57                                                Yes
RIVERSOURCE GLOBAL SERIES, INC.                    10/28/88                      Corporation        MN       10/31
   RiverSource Absolute Return Currency and
      Income Fund                                                    6/15/06                                                Yes
   RiverSource Emerging Markets Bond Fund                            2/16/06                                                 No
   RiverSource Global Bond Fund                                      3/20/89                                                 No
   Threadneedle Emerging Markets
      Fund(4),(5),(11)                                              11/13/96                                                Yes
   Threadneedle Global Equity
      Fund(5),(6),(11)                                               5/29/90                                                Yes
   Threadneedle Global Equity Income Fund                             8/1/08                                                Yes
   Threadneedle Global Extended Alpha Fund                            8/1/08                                                Yes
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.          3/12/85                      Corporation        MN        5/31
   RiverSource Short Duration U.S.
      Government Fund(3)                                             8/19/85                                                Yes
   RiverSource U.S. Government Mortgage Fund                         2/14/02                                                Yes
RIVERSOURCE GOVERNMENT MONEY MARKET FUND,
   INC.(17)                                         6/29/76          1/31/77     Corporation        MD       12/31          Yes
RIVERSOURCE HIGH YIELD INCOME SERIES, INC.          8/17/83                      Corporation        MN        5/31
   RiverSource High Yield Bond Fund(3)                               12/8/83                                                Yes
RIVERSOURCE INCOME SERIES, INC.               2/10/45; 4/8/86(1)                 Corporation       NV/MN      1/31(7)
   RiverSource Income Builder Basic Income
      Fund                                                           2/16/06                                                Yes
   RiverSource Income Builder Enhanced
      Income Fund                                                    2/16/06                                                Yes
   RiverSource Income Builder Moderate
      Income Fund                                                    2/16/06                                                Yes
RIVERSOURCE INTERNATIONAL MANAGERS SERIES,
   INC.(2)                                          5/9/01                       Corporation        MN       10/31
   RiverSource Partners International Select
      Growth Fund(11)                                                9/28/01                                                Yes
   RiverSource Partners International Select
      Value Fund(11)                                                 9/28/01                                                Yes
   RiverSource Partners International Small
      Cap Fund(11)                                                   10/3/02                                                Yes
RIVERSOURCE INTERNATIONAL SERIES, INC.(2)           7/18/84                      Corporation        MN       10/31
   RiverSource Disciplined International
      Equity Fund                                                    5/18/06                                                Yes
   Threadneedle Asia Pacific Fund                                    7/15/09                                                Yes
   Threadneedle European Equity Fund(5),(11)                         6/26/00                                                Yes
   Threadneedle International Opportunity
      Fund(4),(5),(11)                                              11/15/84                                                Yes
RIVERSOURCE INVESTMENT SERIES, INC.           1/18/40; 4/8/86(1)                 Corporation       NV/MN      9/30
   RiverSource Balanced Fund(4)                                      4/16/40                                                Yes
   RiverSource Disciplined Large Cap
      Growth Fund                                                    5/17/07                                                Yes
   RiverSource Disciplined Large Cap Value
      Fund                                                            8/1/08                                                Yes
   RiverSource Diversified Equity Income
      Fund                                                          10/15/90                                                Yes
   RiverSource Mid Cap Value Fund                                    2/14/02                                                Yes
RIVERSOURCE LARGE CAP SERIES, INC.(2)         5/21/70, 4/8/86(1)                 Corporation       NV/MN      7/31

                                                                                                             FISCAL
                                                    DATE OF        DATE BEGAN      FORM OF       STATE OF     YEAR
FUND*                                             ORGANIZATION     OPERATIONS   ORGANIZATION   ORGANIZATION    END     DIVERSIFIED**
-----                                         -------------------  ----------  --------------  ------------  ------    -------------
   RiverSource Disciplined Equity Fund(4)                            4/24/03                                                Yes
RIVERSOURCE MANAGERS SERIES, INC.(2)                3/20/01                      Corporation        MN        5/31
   RiverSource Partners Fundamental Value
      Fund(11)                                                       6/18/01                                                Yes
   RiverSource Partners Small Cap Value
      Fund(11)                                                       6/18/01                                                Yes
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.           8/25/89                      Corporation        MN        1/31
   RiverSource Portfolio Builder
      Conservative Fund                                               3/4/04                                                Yes
   RiverSource Portfolio Builder Moderate
      Conservative Fund                                               3/4/04                                                Yes
   RiverSource Portfolio Builder Moderate
      Fund                                                            3/4/04                                                Yes
   RiverSource Portfolio Builder Moderate
      Aggressive Fund                                                 3/4/04                                                Yes
   RiverSource Portfolio Builder Aggressive
      Fund                                                            3/4/04                                                Yes
   RiverSource Portfolio Builder Total
      Equity Fund                                                     3/4/04                                                Yes
   RiverSource S&P 500 Index Fund                                   10/25/99                                                Yes
   RiverSource Small Company Index Fund                              8/19/96                                                Yes
RIVERSOURCE MONEY MARKET SERIES, INC.         8/22/75; 4/8/86(1)                 Corporation       NV/MN      7/31
   RiverSource Cash Management Fund                                  10/6/75                                                Yes
RIVERSOURCE SECTOR SERIES, INC.                     3/25/88                      Corporation        MN        6/30
   RiverSource Dividend Opportunity Fund(8)                           8/1/88                                                Yes
   RiverSource Real Estate Fund                                       3/4/04                                                 No
RIVERSOURCE SELECTED SERIES, INC.                   10/5/84                      Corporation        MN        3/31
   RiverSource Precious Metals and Mining
      Fund(9)                                                        4/22/85                                                 No
RIVERSOURCE SERIES TRUST(14)                        1/27/06                    Business Trust       MA        4/30
   RiverSource 120/20 Contrarian Equity Fund                        10/18/07                                                Yes
   RiverSource Recovery and Infrastructure
      Fund                                                           2/19/09                                                 No
   RiverSource Retirement Plus 2010 Fund                             5/18/06                                                Yes
   RiverSource Retirement Plus 2015 Fund                             5/18/06                                                Yes
   RiverSource Retirement Plus 2020 Fund                             5/18/06                                                Yes
   RiverSource Retirement Plus 2025 Fund                             5/18/06                                                Yes
   RiverSource Retirement Plus 2030 Fund                             5/18/06                                                Yes
   RiverSource Retirement Plus 2035 Fund                             5/18/06                                                Yes
   RiverSource Retirement Plus 2040 Fund                             5/18/06                                                Yes
   RiverSource Retirement Plus 2045 Fund                             5/18/06                                                Yes
RIVERSOURCE SHORT TERM INVESTMENTS SERIES,
   INC.(15)                                   4/23/68, 4/8/86(1)                 Corporation       NV/MN      7/31
   RiverSource Short-Term Cash Fund                                  9/26/06                                                Yes
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST         4/7/86                     Business Trust       MA        8/31(10)
   RiverSource Minnesota Tax-Exempt Fund                             8/18/86                                                 No
   RiverSource New York Tax-Exempt Fund                              8/18/86                                                 No
RIVERSOURCE STRATEGIC ALLOCATION SERIES,
   INC.(2)                                          10/9/84                      Corporation        MN         9/30
   RiverSource Strategic Allocation Fund(4)                          1/23/85                                                Yes
   RiverSource Strategic Income Allocation
      Fund                                                           5/17/07                                                Yes
RIVERSOURCE STRATEGY SERIES, INC.                   1/24/84                      Corporation        MN        3/31
   RiverSource Equity Value Fund                                     5/14/84                                                Yes
RIVERSOURCE TAX-EXEMPT INCOME SERIES,
   INC.(2)                                    12/21/78; 4/8/86(1)                Corporation       NV/MN     11/30
   RiverSource Tax-Exempt High Income
      Fund(4)                                                         5/7/79                                                Yes
RIVERSOURCE TAX-EXEMPT SERIES, INC.           9/30/76, 4/8/86(1)                 Corporation       NV/MN     11/30
   RiverSource Intermediate Tax-Exempt Fund                         11/13/96                                                Yes

                                                                                                             FISCAL
                                                    DATE OF        DATE BEGAN      FORM OF       STATE OF     YEAR
FUND*                                             ORGANIZATION     OPERATIONS   ORGANIZATION   ORGANIZATION    END     DIVERSIFIED**
-----                                         -------------------  ----------  --------------  ------------  ------    -------------
   RiverSource Tax-Exempt Bond Fund                                 11/24/76                                                Yes
RIVERSOURCE VARIABLE SERIES TRUST(12)               9/11/07                    Business Trust       MA       12/31
   Disciplined Asset Allocation Portfolios
      - Aggressive                                                    5/1/08                                                Yes
   Disciplined Asset Allocation Portfolios
      - Conservative                                                  5/1/08                                                Yes
   Disciplined Asset Allocation Portfolios
      - Moderate                                                      5/1/08                                                Yes
   Disciplined Asset Allocation Portfolios
      - Moderately Aggressive                                         5/1/08                                                Yes
   Disciplined Asset Allocation Portfolios
      - Moderately Conservative                                       5/1/08                                                Yes
   RiverSource Variable Portfolio -
      Limited Duration Bond Fund                                     4/14/10                                                Yes
   RiverSource Variable Portfolio -
      Strategic Income Fund                                          4/14/10                                                Yes
   RiverSource Variable Portfolio -
      Balanced Fund(4)                                               4/30/86                                                Yes
   RiverSource Variable Portfolio -
      Cash Management Fund                                          10/31/81                                                Yes
   RiverSource Variable Portfolio -
      Core Equity Fund                                               9/10/04                                                Yes
   RiverSource Variable Portfolio -
      Diversified Bond Fund(3)                                      10/13/81                                                Yes
   RiverSource Variable Portfolio -
      Diversified Equity Income Fund                                 9/15/99                                                Yes
   RiverSource Variable Portfolio -
      Dynamic Equity Fund(5),(16)                                   10/13/81                                                Yes
   RiverSource Variable Portfolio -
      Global Bond Fund                                                5/1/96                                                 No
   RiverSource Variable Portfolio -
      Global Inflation Protected Securities
      Fund(13)                                                       9/13/04                                                 No
   RiverSource Variable Portfolio -
      High Yield Bond Fund(3)                                         5/1/96                                                Yes
   RiverSource Variable Portfolio -
      Income Opportunities Fund                                       6/1/04                                                Yes
   RiverSource Variable Portfolio -
      Mid Cap Growth Fund(4)                                          5/1/01                                                Yes
   RiverSource Variable Portfolio -
      Mid Cap Value Fund                                              5/2/05                                                Yes
   RiverSource Variable Portfolio -
      S&P 500 Index Fund                                              5/1/00                                                Yes
   RiverSource Variable Portfolio -
      Short Duration U.S. Government Fund(3)                         9/15/99                                                Yes
   Seligman Variable Portfolio -
      Growth Fund(16)                                                9/15/99                                                Yes
   Seligman Variable Portfolio -
      Larger-Cap Value Fund(16)                                      02/4/04                                                Yes
   Seligman Variable Portfolio -
      Smaller-Cap Value Fund(16)                                     9/15/99                                                Yes
   Threadneedle Variable Portfolio -
      Emerging Markets Fund(4),(5),(11)                               5/1/00                                                Yes
   Threadneedle Variable Portfolio -
      International Opportunity
      Fund(4),(5),(11)                                               1/13/92                                                Yes
   Variable Portfolio - Aggressive Portfolio                         4/14/10                                                Yes
   Variable Portfolio - AllianceBernstein
      International Value Fund                                       4/14/10                                                Yes

                                                                                                             FISCAL
                                                    DATE OF        DATE BEGAN      FORM OF       STATE OF     YEAR
FUND*                                             ORGANIZATION     OPERATIONS   ORGANIZATION   ORGANIZATION    END     DIVERSIFIED**
-----                                         -------------------  ----------  --------------  ------------  ------    -------------
   Variable Portfolio - American Century
      Diversified Bond Fund                                          4/14/10                                                Yes
   Variable Portfolio - American Century
      Growth Fund                                                    4/14/10                                                Yes
   Variable Portfolio - Conservative
      Portfolio                                                      4/14/10                                                Yes
   Variable Portfolio - Davis New York
      Venture Fund(11, 18)                                            5/1/06                                                Yes
   Variable Portfolio - Eaton Vance
      Floating-Rate Income Fund                                      4/14/10                                                Yes
   Variable Portfolio - Goldman Sachs Mid
      Cap Value Fund(11, 18)                                          2/4/04                                                Yes
   Variable Portfolio - International Fund                           4/14/10                                                Yes
   Variable Portfolio - Invesco
      International Growth Fund                                      4/14/10                                                Yes
   Variable Portfolio - J.P. Morgan Core
      Bond Fund                                                      4/14/10                                                Yes
   Variable Portfolio - Jennison Mid Cap
      Growth Fund                                                    4/14/10                                                Yes
   Variable Portfolio - Marsico Growth Fund                          4/14/10                                                Yes
   Variable Portfolio - MFS Value Fund                               4/14/10                                                Yes
   Variable Portfolio - Moderate Portfolio                           4/14/10                                                Yes
   Variable Portfolio - Moderately
      Aggressive Portfolio                                           4/14/10                                                Yes
   Variable Portfolio - Moderately
      Conservative Portfolio                                         4/14/10                                                Yes
   Variable Portfolio - Mondrian
      International Small Cap Fund                                   4/14/10                                                Yes
   Variable Portfolio - Morgan Stanley
      Global Real Estate Fund                                        4/14/10                                                 No
   Variable Portfolio - NFJ Dividend Value
      Fund                                                           4/14/10                                                Yes
   Variable Portfolio - Partners Small Cap
      Growth Fund                                                    4/14/10                                                Yes
   Variable Portfolio - Partners Small Cap
      Value Fund(11, 18)                                             8/14/01                                                Yes
   Variable Portfolio - PIMCO Mortgage-
      Backed Securities Fund                                         4/14/10                                                Yes
   Variable Portfolio - Pyramis
      International Equity Fund                                      4/14/10                                                Yes
   Variable Portfolio - U.S. Equity Fund                             4/14/10                                                Yes
   Variable Portfolio - UBS Large Cap Growth
      Fund                                                           4/14/10                                                Yes
   Variable Portfolio - Wells Fargo Short
      Duration Government Fund                                       4/14/10                                                Yes
SELIGMAN CAPITAL FUND, INC.                        10/21/68          10/9/69     Corporation        MD       12/31          Yes
SELIGMAN COMMUNICATIONS AND INFORMATION
   FUND, INC.                                       10/8/82          6/23/83     Corporation        MD       12/31          Yes
SELIGMAN FRONTIER FUND, INC.                        7/9/84          12/10/84     Corporation        MD       10/31          Yes
SELIGMAN GLOBAL FUND SERIES, INC.                  11/22/91                      Corporation        MD       10/31
   Seligman Global Technology Fund                                   5/23/94                                                Yes
SELIGMAN GROWTH FUND, INC.                          1/26/37           4/1/37     Corporation        MD       12/31          Yes
SELIGMAN LASALLE REAL ESTATE FUND SERIES,
   INC.                                             5/30/03                      Corporation        MD       12/31
   RiverSource LaSalle Global Real Estate
      Fund(17)                                                      12/29/06                                                 No

                                                                                                             FISCAL
                                                    DATE OF        DATE BEGAN      FORM OF       STATE OF     YEAR
FUND*                                             ORGANIZATION     OPERATIONS   ORGANIZATION   ORGANIZATION    END     DIVERSIFIED**
-----                                         -------------------  ----------  --------------  ------------  ------    -------------
   RiverSource LaSalle Monthly Dividend Real
      Estate Fund(17)                                                7/16/03                                                Yes
SELIGMAN MUNICIPAL FUND SERIES, INC.                8/8/83                       Corporation        MD        9/30
   Seligman National Municipal Class                                12/31/83                                                Yes
   Seligman Minnesota Municipal Class                               12/30/83                                                 No
   Seligman New York Municipal Class                                  1/3/84                                                 No
SELIGMAN MUNICIPAL SERIES TRUST                     7/25/84                    Business Trust       MA        9/30
   Seligman California Municipal High-Yield
      Series                                                        11/20/84                                                 No
   Seligman California Municipal Quality
      Series                                                        11/20/84                                                 No
SELIGMAN PORTFOLIOS, INC.                           7/1/87                       Corporation        MD       12/31
   Seligman Capital Portfolio                                        6/21/88                                                Yes
   Seligman Common Stock Portfolio                                   6/21/88                                                Yes
   Seligman Communications and Information
      Portfolio                                                     10/11/94                                                Yes
   Seligman Global Technology Portfolio                               5/1/96                                                Yes
   Seligman International Growth Portfolio                            5/3/93                                                Yes
   Seligman Investment Grade Fixed Income
      Portfolio                                                      6/21/88                                                Yes
   Seligman Large-Cap Value Portfolio                                 5/1/98                                                Yes
   Seligman Smaller-Cap Value Portfolio                               5/1/98                                                Yes
SELIGMAN TARGETHORIZON ETF PORTFOLIOS, INC.         7/6/05                       Corporation        MD        9/30
   Seligman TargETFund 2015                                          10/3/05                                                Yes
   Seligman TargETFund 2025                                          10/3/05                                                Yes
   Seligman TargETFund 2035                                          10/2/06                                                Yes
   Seligman TargETFund 2045                                          10/2/06                                                Yes
   Seligman TargETFund Core                                          10/3/05                                                Yes
SELIGMAN VALUE FUND SERIES, INC.                    1/27/97                      Corporation        MD       12/31
   Seligman Large-Cap Value Fund                                     4/25/97                                                Yes
   Seligman Smaller-Cap Value Fund                                   4/25/97                                                Yes

* Effective Oct. 1, 2005 American Express Funds changed its name to RiverSource funds and the names Threadneedle and Partners were removed from fund names.

** If a Non-diversified fund is managed as if it were a diversified fund for a period of three years, its status under the 1940 Act will convert automatically from Non-diversified to diversified. A diversified fund may convert to Non-diversified status only with shareholder approval.

(1) Date merged into a Minnesota corporation incorporated on April 8, 1986.

(2) Effective April 21, 2006, AXP Discovery Series, Inc. changed its name to RiverSource Bond Series, Inc.; AXP Fixed Income Series, Inc. changed its name to RiverSource Diversified Income Series, Inc.; AXP Growth Series, Inc. changed its name to RiverSource Large Cap Series, Inc.; AXP High Yield Tax-Exempt Series, Inc. changed its name to RiverSource Tax-Exempt Income Series, Inc.; AXP Managed Series, Inc. changed its name to RiverSource Strategic Allocation Series, Inc.; AXP Partners International Series, Inc. changed its name to RiverSource International Managers Series, Inc.; AXP Partners Series, Inc. changed its name to RiverSource Managers Series, Inc.; and for all other corporations and business trusts, AXP was replaced with RiverSource in the registrant name.

(3) Effective June 27, 2003, Bond Fund changed its name to Diversified Bond Fund, Federal Income Fund changed its name to Short Duration U.S. Government Fund and Extra Income Fund changed its name to High Yield Bond Fund, Variable Portfolio - Bond Fund changed its name to Variable Portfolio
- Diversified Bond Fund, Variable Portfolio - Extra Income Fund changed its name to Variable Portfolio - High Yield Bond Fund and Variable Portfolio - Federal Income Fund changed its name to Variable Portfolio - Short Duration U.S. Government Fund.

(4) Effective Oct. 1, 2005, Equity Select Fund changed its name to Mid Cap Growth Fund, High Yield Tax-Exempt Fund changed its name to Tax-Exempt High Income Fund, Managed Allocation Fund changed its name to Strategic Allocation Fund, Mutual changed its name to Balanced Fund, Quantitative Large Cap Equity Fund changed its name to Disciplined Equity Fund, and Threadneedle International Fund changed its name to International Opportunity Fund. Variable Portfolio - Equity Select Fund changed its name to Variable Portfolio - Mid Cap Growth Fund, Variable Portfolio - Threadneedle Emerging Markets Fund changed its name to Variable Portfolio - Emerging Markets Fund, Variable Portfolio - Threadneedle International Fund changed its name to Variable Portfolio - International Opportunity Fund, and Variable Portfolio - Managed Fund changed its name to Variable Portfolio - Balanced Fund.

Portfolio - Emerging Markets Fund changed its name to Variable Portfolio - Threadneedle Emerging Markets Fund and Variable Portfolio - International Fund changed its name to Variable Portfolio - Threadneedle International Fund.

(6) Effective Oct. 20, 2003, Global Growth Fund changed its name to Global Equity Fund.

(7) Effective Jan. 31, 2008, the fiscal year end was changed from May 31 to Jan. 31.

(8) Effective Feb. 18, 2004, Utilities Fund changed its name to Dividend Opportunity Fund.

(9) Effective Nov. 1, 2006, Precious Metals Fund changed its name to Precious Metals and Mining Fund.

(10) Effective April 13, 2006, the fiscal year end was changed from June 30 to Aug. 31.

(11) Effective March 31, 2008, RiverSource Emerging Markets Fund changed its name to Threadneedle Emerging Markets Fund; RiverSource Global Equity Fund changed its name to Threadneedle Global Equity Fund; RiverSource European Equity Fund changed its name to Threadneedle European Equity Fund; RiverSource International Opportunity Fund changed its name to Threadneedle International Opportunity Fund; RiverSource International Aggressive Growth Fund changed its name to RiverSource Partners International Select Growth Fund; RiverSource International Select Value Fund changed its name to RiverSource Partners International Select Value Fund; RiverSource International Small Cap Fund changed its name to RiverSource Partners International Small Cap Fund; RiverSource Small Cap Value Fund changed its name to RiverSource Partners Small Cap Value Fund; RiverSource Variable Portfolio - Fundamental Value Fund changed its name to RiverSource Partners Variable Portfolio - Fundamental Value Fund; RiverSource Variable Portfolio
- Select Value Fund changed its name to RiverSource Partners Variable Portfolio - Select Value Fund; and RiverSource Variable Portfolio - Small Cap Value Fund changed its name to RiverSource Partners Variable Portfolio
- Small Cap Value Fund.

(12) Prior to January 2008, the assets of the funds in RiverSource Variable Series Trust were held by funds organized under six separate Minnesota Corporations.

(13) Effective June 8, 2005, Variable Portfolio - Inflation Protected Securities Fund changed its name to Variable Portfolio - Global Inflation Protected Securities Fund.

(14) Prior to September 11, 2007, RiverSource Series Trust was known as RiverSource Retirement Series Trust.

(15) Prior to April 21, 2006, RiverSource Short Term Investments Series, Inc. was known as AXP Stock Series, Inc.

(16) Effective May 1, 2009, RiverSource Variable Portfolio - Growth Fund changed its name to Seligman Variable Portfolio - Growth Fund, RiverSource Variable Portfolio - Large Cap Equity Fund changed its name to RiverSource Variable Portfolio - Dynamic Equity Fund, RiverSource Variable Portfolio - Large Cap Value Fund changed its name to Seligman Variable Portfolio - Larger-Cap Value Fund, and RiverSource Variable Portfolio - Small Cap Advantage Fund changed its name to Seligman Variable Portfolio - Smaller-Cap Value Fund.

(17) Effective Sept. 25, 2009, Seligman Cash Management Fund, Inc. changed its name to RiverSource Government Money Market Fund, Inc.; Seligman LaSalle Global Real Estate Fund changed its name to RiverSource LaSalle Global Real Estate Fund; and Seligman LaSalle Monthly Dividend Real Estate Fund changed its name to RiverSource LaSalle Monthly Dividend Real Estate Fund.

(18) Effective May 1, 2010, RiverSource Partners Variable Portfolio - Fundamental Value Fund changed its name to Variable Portfolio - Davis New York Venture Fund; RiverSource Partners Variable Portfolio - Select Value Fund changed its name to Variable Portfolio - Goldman Sachs Mid Cap Value Fund; and RiverSource Partners Variable Portfolio - Small Cap Value Fund changed its name to Variable Portfolio - Partners Small Cap Value Fund.

BOARD MEMBERS AND OFFICERS

Shareholders elect a Board that oversees a fund's operations. The Board appoints officers who are responsible for day-to-day business decisions based on policies set by the Board. The following is a list of each fund's Board members. The RiverSource Family of Funds consists of 152 funds. Under current Board policy, members may serve until the next regular shareholders' meeting, until he or she reaches the mandatory retirement age established by the Board, or the fifteenth anniversary of the first Board meeting they attended as members of the Board.

TABLE 5. BOARD MEMBERS

INDEPENDENT BOARD MEMBERS

                          POSITION HELD                                 OTHER PRESENT OR PAST
                          WITH FUNDS AND       PRINCIPAL OCCUPATION         DIRECTORSHIPS                   COMMITTEE
  NAME, ADDRESS, AGE    LENGTH OF SERVICE     DURING PAST FIVE YEARS    (WITHIN PAST 5 YEARS)              MEMBERSHIPS
----------------------  -----------------  ---------------------------  ------------------------  ----------------------------
Kathleen Blatz          Board member       Chief Justice, Minnesota     None                      Board Governance,
901 S. Marquette Ave.   since 1/11/06      Supreme Court, 1998-2006;                              Compliance, Investment
Minneapolis, MN 55402                      Attorney                                               Review, Audit
Age 55

POSITION HELD OTHER PRESENT OR PAST
WITH FUNDS AND PRINCIPAL OCCUPATION DIRECTORSHIPS COMMITTEE
NAME, ADDRESS, AGE LENGTH OF SERVICE DURING PAST FIVE YEARS (WITHIN PAST 5 YEARS) MEMBERSHIPS
---------------------- ----------------- --------------------------- ------------------------ ----------------------------
Arne H. Carlson Board member Chair, RiverSource Family None Board Governance,
901 S. Marquette Ave. since 1/5/99 of Funds, 1999-2006; former Compliance, Contracts,
Minneapolis, MN 55402 Governor of Minnesota Executive, Investment Review
Age 75

Pamela G. Carlton Board member President, None Distribution, Investment
901 S. Marquette Ave. since 11/11/07 Springboard-Partners in Review, Audit
Minneapolis, MN 55402 Cross Cultural Leadership
Age 55 (consulting company)

Patricia M. Flynn Board member Trustee Professor of None Board Governance,
901 S. Marquette Ave. since 11/1/04 Economics and Management, Contracts, Investment Review
Minneapolis, MN 55402 Bentley University; former
Age 59 Dean, McCallum Graduate
School of Business, Bentley
University

Anne P. Jones Board member Attorney and Consultant None Board Governance,
901 S. Marquette Ave. since 3/1/85 Compliance, Executive,
Minneapolis, MN 55402 Investment Review, Audit
Age 75

Jeffrey Laikind, CFA Board member Former Managing Director, American Progressive Distribution, Executive,
901 S. Marquette Ave. since 11/1/05 Shikiar Asset Management Insurance; Hapoalim Investment Review, Audit
Minneapolis, MN 55402 Securities USA, Inc.
Age 74

Stephen R. Lewis, Jr. Chair of the President Emeritus and Valmont Industries, Inc. Board Governance,
901 S. Marquette Ave. Board since Professor of Economics, (manufactures irrigation Compliance, Contracts,
Minneapolis, MN 55402 1/1/07, Board Carleton College systems) Executive, Investment Review
Age 71 member since
1/1/02

John F. Maher Board member Retired President and Chief None Distribution, Investment
901 S. Marquette Ave. since 11/7/08 Executive Officer and Review, Audit
Minneapolis, MN 55402 former Director, Great
Age 66 Western Financial
Corporation (financial
services), 1986-1997

Catherine James Paglia Board member Director, Enterprise Asset None Board Governance,
901 S. Marquette Ave. since 11/1/04 Management, Inc. (private Compliance, Contracts,
Minneapolis, MN 55402 real estate and asset Executive, Investment Review
Age 57 management company)

Leroy C. Richie Board member Counsel, Lewis & Digital Ally, Inc. Contracts, Distribution,
901 S. Marquette Ave. since 11/7/08 Munday, P.C. since 1987; (digital imaging); Investment Review
Minneapolis, MN 55402 Vice President and General Infinity, Inc. (oil and
Age 68 Counsel, Automotive Legal gas exploration and
Affairs, Chrysler production); OGE Energy
Corporation, 1990-1997 Corp. (energy and energy
services)

Alison Taunton-Rigby Board member Chief Executive Officer and Idera Pharmaceuticals, Contracts, Distribution,
901 S. Marquette Ave. since 11/13/02 Director, RiboNovix, Inc. Inc. (biotechnology); Executive, Investment Review
Minneapolis, MN 55402 since 2003 (biotechnology); Healthways, Inc. (health
Age 65 former President, Aquila management programs)
Biopharmaceuticals

BOARD MEMBER AFFILIATED WITH RIVERSOURCE INVESTMENTS*

                          POSITION HELD                                 OTHER PRESENT OR PAST
                          WITH FUNDS AND       PRINCIPAL OCCUPATION         DIRECTORSHIPS                   COMMITTEE
  NAME, ADDRESS, AGE    LENGTH OF SERVICE     DURING PAST FIVE YEARS    (WITHIN PAST 5 YEARS)              MEMBERSHIPS
----------------------  -----------------  ---------------------------  ------------------------  ----------------------------
William F. Truscott     Board member       President - U.S. Asset       None                   None
53600 Ameriprise        since 11/7/01,     Management and Chief
Financial Center        Vice President     Investment Officer,
Minneapolis, MN 55474   since 2002         Ameriprise Financial, Inc.
Age 49                                     since 2005; President,
                                           Chairman of the Board and
                                           Chief Investment Officer,
                                           RiverSource Investments,
                                           LLC since 2001; Director,
                                           President and Chief
                                           Executive Officer,
                                           Ameriprise Certificate
                                           Company since 2006;
                                           Chairman of the Board and
                                           Chief Executive Officer,
                                           RiverSource Distributors,
                                           Inc. since 2006 and of
                                           RiverSource Fund
                                           Distributors, Inc. since
                                           2008; Senior Vice President
                                           - Chief Investment Officer,
                                           Ameriprise Financial, Inc.,
                                           2001-2005

* Interested person (as defined under the 1940 Act) by reason of being an officer, director, security holder and/or employee of RiverSource Investments or Ameriprise Financial.

The Board has appointed officers who are responsible for day-to-day business decisions based on policies it has established. The officers serve at the pleasure of the Board. In addition to Mr. Truscott, who is Vice President, the fund's other officers are:

TABLE 6. FUND OFFICERS

                                  POSITION HELD WITH FUNDS AND                    PRINCIPAL OCCUPATION
       NAME, ADDRESS, AGE               LENGTH OF SERVICE                        DURING PAST FIVE YEARS
--------------------------------  ----------------------------  --------------------------------------------------------
Patrick T. Bannigan               President since 11/8/06       Director and Senior Vice President - Asset Management,
172 Ameriprise Financial Center                                 Products and Marketing, RiverSource Investments, LLC and
Minneapolis, MN 55474                                           Director and Vice President - Asset Management, Products
Age 44                                                          and Marketing, RiverSource Distributors, Inc. since 2006
                                                                and of RiverSource Fund Distributors, Inc. since 2008;
                                                                Managing Director and Global Head of Product, Morgan
                                                                Stanley Investment Management, 2004-2006; President,
                                                                Touchstone Investments, 2002-2004

Amy K. Johnson                    Vice President since 12/5/06  Chief Administrative Officer, RiverSource Investments,
5228 Ameriprise Financial Center                                LLC since 2009; Vice President - Asset Management and
Minneapolis, MN 55474                                           Trust Company Services, RiverSource Investments, LLC,
Age 44                                                          2006-2009; Vice President - Operations and Compliance,
                                                                RiverSource Investments, LLC, 2004-2006; Director of
                                                                Product Development - Mutual Funds, Ameriprise
                                                                Financial, Inc., 2001-2004

Jeffrey P. Fox                    Treasurer since 7/10/02       Vice President - Investment Accounting, Ameriprise
105 Ameriprise Financial Center                                 Financial, Inc. since 2002; Chief Financial Officer,
Minneapolis, MN 55474                                           RiverSource Distributors, Inc. since 2006 and of
Age 54                                                          RiverSource Fund Distributors, Inc. since 2008

Scott R. Plummer                  Vice President, General       Vice President and Chief Counsel - Asset Management,
5228 Ameriprise Financial Center  Counsel and Secretary since   Ameriprise Financial, Inc. since 2005; Chief Counsel,
Minneapolis, MN 55474             12/5/06                       RiverSource Distributors, Inc. and Chief Legal Officer
Age 50                                                          and Assistant Secretary, RiverSource Investments, LLC
                                                                since 2006; Chief Counsel, RiverSource Fund
                                                                Distributors, Inc. since 2008; Vice President, General
                                                                Counsel and Secretary, Ameriprise Certificate Company
                                                                since 2005; Vice President - Asset Management
                                                                Compliance, Ameriprise Financial, Inc., 2004-2005;
                                                                Senior Vice President and Chief Compliance Officer,
                                                                USBancorp Asset Management, 2002-2004

                                  POSITION HELD WITH FUNDS AND                    PRINCIPAL OCCUPATION
       NAME, ADDRESS, AGE               LENGTH OF SERVICE                        DURING PAST FIVE YEARS
--------------------------------  ----------------------------  --------------------------------------------------------
Eleanor T.M. Hoagland             Chief Compliance Officer      Chief Compliance Officer, RiverSource Investments, LLC,
100 Park Avenue                   since 4/7/09                  Ameriprise Certificate Company and  RiverSource Service
New York, NY 10017                                              Corporation  since 2009; Chief Compliance Officer for
Age 58                                                          each of the Seligman funds since 2004; Anti-Money
                                                                Laundering Prevention Officer and Identity Theft
                                                                Prevention Officer for each of the Seligman funds,
                                                                2008-2009; Managing Director, J. & W. Seligman & Co.
                                                                Incorporated and Vice-President for each of the funds,
                                                                2004-2008.

Neysa M. Alecu                    Money Laundering Prevention   Vice President - Compliance, Ameriprise Financial, Inc.
2934 Ameriprise Financial Center  Officer since 11/9/05 and     since 2008; Anti-Money Laundering Officer, Ameriprise
Minneapolis, MN 55474             Identity Theft Prevention     Financial, Inc. since 2005; Compliance Director,
Age 46                            Officer since 2008            Ameriprise Financial, Inc., 2004-2008

RESPONSIBILITIES OF BOARD WITH RESPECT TO FUND MANAGEMENT

The Board is chaired by an Independent Director who has significant additional responsibilities compared to the other Board members, including, among other things: setting the agenda for Board meetings, communicating and meeting regularly with Board members between Board and committee meetings on fund-related matters with the funds' Chief Compliance Officer, counsel to the Independent Directors, and representatives of the funds' service providers and overseeing Board Services. The Board initially approves an Investment Management Services Agreement and other contracts with the investment manager and its affiliates, and other service providers. Once the contracts are approved, the Board monitors the level and quality of services including commitments of service providers to achieve expected levels of investment performance and shareholder services. In addition, the Board oversees that processes are in place to assure compliance with applicable rules, regulations and investment policies and addresses possible conflicts of interest. Annually, the Board evaluates the services received under the contracts by receiving reports covering investment performance, shareholder services, marketing, and the investment manager's profitability in order to determine whether to continue existing contracts or negotiate new contracts. The Board also oversees fund risks, primarily through the functions (described below) performed by the Investment Review Committee, the Audit Committee and the Compliance Committee.

COMMITTEES OF THE BOARD

The Board has organized the following standing committees to facilitate its work: Board Governance Committee, Compliance Committee, Contracts Committee, Distribution Committee, Executive Committee, Investment Review Committee and Audit Committee. These Committees are comprised solely of Independent Directors (persons who are not "interested persons" of the fund as that term is defined in the 1940 Act. The table above describing each Director also includes their respective committee memberships. The duties of these committees are described below.

Mr. Lewis, as Chair of the Board, acts as a point of contact between the Independent Directors and the investment manager between Board meetings in respect of general matters.

BOARD GOVERNANCE COMMITTEE --Recommends to the Board the size, structure and composition of the Board and its committees; the compensation to be paid to members of the Board; and a process for evaluating the Board's performance. The committee also reviews candidates for Board membership including candidates recommended by shareholders. The committee also makes recommendations to the Board regarding responsibilities and duties of the Board, oversees proxy voting and supports the work of the Board Chair in relation to furthering the interests of the Funds and their shareholders on external matters. The committee also reviews candidates for Board membership, including candidates recommended by shareholders.

To be considered as a candidate for director, recommendations must include a curriculum vitae and be mailed to the Chair of the Board, RiverSource Family of Funds, 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402-3268. To be timely for consideration by the committee, the submission, including all required information, must be submitted in writing not less than 120 days before the date of the proxy statement for the previous year's annual meeting of shareholders, if such a meeting is held. The committee will consider only one candidate submitted by such a shareholder or group for nomination for election at a meeting of shareholders. The committee will not consider self-nominated candidates or candidates nominated by members of a candidate's family, including such candidate's spouse, children, parents, uncles, aunts, grandparents, nieces and nephews.

variety of factors in considering director candidates, including (but not limited to): (i) the candidate's knowledge in matters relating to the investment company industry; (ii) any experience possessed by the candidate as a director or senior officer of other public or private companies; (iii) the candidate's educational background; (iv) the candidate's reputation for high ethical standards and personal and professional integrity; (v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board's existing mix of skills and qualifications; (vi) the candidate's perceived ability to contribute to the ongoing functions of the Board, including the candidate's ability and commitment to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests of the fund; (vii) the candidate's ability to qualify as an independent director; and (viii) such other criteria as the committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other factors.

Members of the committee (and/or the Board) also meet personally with each nominee to evaluate the candidate's ability to work effectively with other members of the Board, while also exercising independent judgment. Although the Board does not have a formal diversity policy, the Board endeavors to comprise itself of members with a broad mix of professional and personal backgrounds. Thus, the committee and the Board accorded particular weight to the individual professional background of each Independent Director, as encapsulated in their bios included in the above table. Further, in considering nominations, the Committee takes the following matrix into account in assessing how a candidate's professional background would fit into the mix of experiences represented by the then-current Board.

                                                                PROFESSIONAL BACKGROUND
                           ------------------------------------------------------------------------------------------------
                                                                                                                    AUDIT
                           FOR PROFIT;  NON-PROFIT;                                                              COMMITTEE;
                            CIO/CFO;    GOVERNMENT;                LEGAL;                         DISTRIBUTION;   FINANCIAL
     NAME      GEOGRAPHIC    CEO/COO        CEO      INVESTMENT  REGULATORY  POLITICAL  ACADEMIC    MARKETING      EXPERT
-------------  ----------  -----------  -----------  ----------  ----------  ---------  --------  -------------  ----------
Blatz              MN                        X                        X          X
Carlson            MN                        X                                   X
Carlton            NY                                     X           X                                               X
Flynn              MA                                                                       X
Jones              MD                                                 X                                               X
Laikind            NY           X                         X                                             X             X
Lewis              MN                        X                                              X
Maher              CT           X                         X                                                           X
Paglia             NY           X                         X                                                           X
Richie             MI           X                                     X
Taunton-Rigby      MA           X                         X                                                           X

With respect to the directorship of Mr. Truscott, who is not an Independent Director, the committee and the Board have concluded that having a senior member of the investment manager serve on the Board can facilitate the Independent Directors' increased access to information regarding the funds' investment manager, which is the funds' most significant service provider.

COMPLIANCE COMMITTEE -- Supports the Funds' maintenance of a strong compliance program by providing a forum for independent Board members to consider compliance matters impacting the Funds or their key service providers; developing and implementing, in coordination with the Funds' Chief Compliance Officer (CCO), a process for the review and consideration of compliance reports that are provided to the Boards; and providing a designated forum for the Funds' CCO to meet with independent Board members on a regular basis to discuss compliance matters.

CONTRACTS COMMITTEE -- Reviews and oversees the contractual relationships with service providers. Receives and analyzes reports covering the level and quality of services provided under contracts with the fund and advises the Board regarding actions taken on these contracts during the annual review process.

DISTRIBUTION COMMITTEE -- Reviews and supports product development, marketing, sales activity and practices related to the funds and will report to the Board as appropriate.

EXECUTIVE COMMITTEE -- Acts for the Board between meetings of the Board.

INVESTMENT REVIEW COMMITTEE -- Reviews and oversees the management of the Funds' assets. Considers investment management policies and strategies; investment performance; risk management techniques; and securities trading practices and reports areas of concern to the Board.

AUDIT COMMITTEE -- Oversees the accounting and financial reporting processes of the Funds and internal controls over financial reporting. Oversees the quality and integrity of the Funds' financial statements and independent audits as well as the Funds' compliance with legal and regulatory requirements relating to the Funds' accounting and financial reporting, internal controls over financial reporting and independent audits. The committee also makes recommendations regarding the selection of the Funds' independent auditor and reviews and evaluates the qualifications, independence and performance of the auditor. The committee oversees the funds' risks by, among other things, meeting with the funds' internal auditors, establishing procedures for the confidential, anonymous submission by employees of concerns about accounting or audit matters, and overseeing the funds' Disclosure Controls and Procedures.

BOARD MEMBER HOLDINGS

The following table shows the dollar range of equity securities beneficially owned on Dec. 31, 2009 of all funds in the RiverSource Family of Funds overseen by the Board members. All shares of the funds are owned by life insurance companies and are not available for purchase by individuals. Consequently no Board member owns any shares of funds.

TABLE 7. BOARD MEMBER HOLDINGS -- ALL FUNDS

Based on net asset values as of Dec. 31, 2009:

                                 AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES OF ALL
BOARD MEMBER             FUNDS IN THE RIVERSOURCE FAMILY OF FUNDS OVERSEEN BY BOARD MEMBER
------------             -----------------------------------------------------------------
Kathleen Blatz                                     Over $100,000
Arne H. Carlson                                    Over $100,000
Pamela G. Carlton                                  Over $100,000*
Patricia M. Flynn                                $50,001-$100,000*
Anne P. Jones                                      Over $100,000
Jeffrey Laikind                                    Over $100,000
Stephen R. Lewis, Jr.                              Over $100,000*
John F. Maher                                      Over $100,000*
Catherine James Paglia                             Over $100,000*
Leroy C. Richie                                    Over $100,000
Alison Taunton-Rigby                               Over $100,000
William F. Truscott                                Over $100,000

* Includes deferred compensation invested in share equivalents.

COMPENSATION OF BOARD MEMBERS

The independent Board members determine the amount of compensation that they receive, including the amount paid to the Chair of the Board. In determining compensation for the independent Board members, the independent Board members take into account a variety of factors including, among other things, their collective significant work experience (e.g., in business and finance, government or academia). The independent Board members also recognize that these individuals' advice and counsel are in demand by other organizations, that these individuals may reject other opportunities because the time demands of their duties as independent Board members, and that they undertake significant legal responsibilities. The independent Board members also consider the compensation paid to independent board members of other mutual fund complexes of comparable size. In determining the compensation paid to the Chair, the independent Board members take into account, among other things, the Chair's significant additional responsibilities (e.g., setting the agenda for Board meetings, communicating or meeting regularly with the Funds' Chief Compliance Officer, Counsel to the independent Board members, and the Funds' service providers) which result in a significantly greater time commitment required of the Board Chair. The Chair's compensation, therefore, has generally been set at a level between 2.5 and 3 times the level of compensation paid to other independent Board members.

Effective Jan. 1, 2010, independent Board members will be paid an annual retainer of $125,000. Committee and subcommittee Chairs will each receive an additional annual retainer of $5,000. In addition, independent Board members will be paid the following fees for attending Board and committee meetings:
$5,000 per day of in-person Board meetings and $2,500 per day of in-person committee or sub-committee meetings (if such meetings are not held on the same day as a Board meeting). Independent Board members are not paid for special telephonic meetings. In 2010, the Board's Chair will receive total annual cash compensation of $435,000.

member under the Deferred Plan will be determined based on the performance of such investments. Distributions may be taken in a lump sum or over a period of years. The Deferred Plan will remain unfunded for federal income tax purposes under the Internal Revenue Code of 1986, as amended. It is anticipated that deferral of Board member compensation in accordance with the Deferred Plan will have, at most, a negligible impact on Fund assets and liabilities.

COMPENSATION FROM EACH FUND. Funds-of-Funds do not pay additional compensation to the Board members for attending meetings. Compensation is paid directly from the underlying funds in which each Fund-of-Funds invests.

INFORMATION REGARDING PENDING AND SETTLED LEGAL PROCEEDINGS

In June 2004, an action captioned John E. Gallus et al. v. American Express Financial Corp. and American Express Financial Advisors Inc., was filed in the United States District Court for the District of Arizona. The plaintiffs allege that they are investors in several American Express Company (now known as RiverSource) mutual funds and they purport to bring the action derivatively on behalf of those funds under the Investment Company Act of 1940. The plaintiffs allege that fees allegedly paid to the defendants by the funds for investment advisory and administrative services are excessive. The plaintiffs seek remedies including restitution and rescission of investment advisory and distribution agreements. The plaintiffs voluntarily agreed to transfer this case to the United States District Court for the District of Minnesota (the "District Court"). In response to defendants' motion to dismiss the complaint, the District Court dismissed one of plaintiffs' four claims and granted plaintiffs limited discovery. Defendants moved for summary judgment in April 2007. Summary judgment was granted in the defendants' favor on July 9, 2007. The plaintiffs filed a notice of appeal with the Eighth Circuit Court of Appeals (the "Eighth Circuit") on Aug. 8, 2007. On April 8, 2009, the Eighth Circuit reversed summary judgment and remanded to the District Court for further proceedings. On August 6, 2009, defendants filed a writ of certiorari with the U.S. Supreme Court, asking the U.S. Supreme Court to stay the District Court proceedings while the U.S. Supreme Court considers and rules in a case captioned Jones v. Harris Associates, which involves issues of law similar to those presented in the Gallus case. On March 30, 2010, the Supreme Court vacated the appeals court's decision in Jones v. Harris. On April 5, 2010, the Supreme Court vacated the Eighth Circuit court's decision and remanded the case to the District Court for further consideration in light of the decision on Jones v. Harris.

In December 2005, without admitting or denying the allegations, American Express Financial Corporation (AEFC, which is now known as Ameriprise Financial, Inc. (Ameriprise Financial)), entered into settlement agreements with the Securities and Exchange Commission (SEC) and Minnesota Department of Commerce (MDOC) related to market timing activities. As a result, AEFC was censured and ordered to cease and desist from committing or causing any violations of certain provisions of the Investment Advisers Act of 1940, the Investment Company Act of 1940, and various Minnesota laws. AEFC agreed to pay disgorgement of $10 million and civil money penalties of $7 million. AEFC also agreed to retain an independent distribution consultant to assist in developing a plan for distribution of all disgorgement and civil penalties ordered by the SEC in accordance with various undertakings detailed at http://www.sec.gov/litigation/admin/ia-2451.pdf. Ameriprise Financial and its affiliates have cooperated with the SEC and the MDOC in these legal proceedings, and have made regular reports to the RiverSource Family of Funds' Boards of Directors/Trustees.

In September 2006, the NYAG commenced a civil action in New York State Supreme Court against Seligman, Seligman Advisors, Inc. (which is now known as RiverSource Fund Distributors, Inc.), Seligman Data Corp. and Brian T. Zino (collectively, the "Seligman Parties"), alleging, in substance, that the Seligman Parties permitted various persons to engage in frequent trading and, as a result, the prospectus disclosure used by the registered investment companies then managed by Seligman was and had been misleading. The NYAG included other related claims and also claimed that the fees charged by Seligman to the Seligman Funds were excessive. On March 13, 2009, without admitting or denying any violations of law or wrongdoing, the Seligman Parties entered into a stipulation of settlement with the NYAG and settled the claims made by the NYAG. Under the terms of the settlement, Seligman paid $11.3 million to four Seligman Funds. This settlement resolved all outstanding matters between the Seligman Parties and the NYAG. In addition to the foregoing matter, the New York staff of the SEC indicated in September 2005 that it was considering recommending to the Commissioners of the SEC the instituting of a formal action against Seligman and Seligman Advisors, Inc. relating to frequent

trading in the Seligman Funds. Seligman responded to the staff in October 2005 that it believed that any action would be both inappropriate and unnecessary, especially in light of the fact that Seligman had previously resolved the underlying issue with the Independent Directors of the Seligman Funds and made recompense to the affected Seligman Funds. There have been no further developments with the SEC on this matter.

Ameriprise Financial and certain of its affiliates have historically been involved in a number of legal, arbitration and regulatory proceedings, including routine litigation, class actions, and governmental actions, concerning matters arising in connection with the conduct of their business activities. Ameriprise Financial believes that the Funds are not currently the subject of, and that neither Ameriprise Financial nor any of its affiliates are the subject of, any pending legal, arbitration or regulatory proceedings that are likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds. Ameriprise Financial is required to make 10-Q, 10-K and, as necessary, 8-K filings with the Securities and Exchange Commission on legal and regulatory matters that relate to Ameriprise Financial and its affiliates. Copies of these filings may be obtained by accessing the SEC website at www.sec.gov.

There can be no assurance that these matters, or the adverse publicity associated with them, will not result in increased fund redemptions, reduced sale of fund shares or other adverse consequences to the Funds. Further, although we believe proceedings are not likely to have a material adverse effect on the Funds or the ability of Ameriprise Financial or its affiliates to perform under their contracts with the Funds, these proceedings are subject to uncertainties and, as such, we are unable to estimate the possible loss or range of loss that may result. An adverse outcome in one or more of these proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on the consolidated financial condition or results of operations of Ameriprise Financial.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements, when available, will be audited by the independent registered public accounting firm, Ernst & Young LLP, 220 South 6th Street, Suite 1400, Minneapolis, MN 55402-3900. The independent registered public accounting firm will also provide other accounting and tax-related services as requested by the fund.

APPENDIX A

DESCRIPTION OF RATINGS

STANDARD & POOR'S LONG-TERM DEBT RATINGS

A Standard & Poor's corporate or municipal debt rating is a current assessment of the creditworthiness of an obligor with respect to a specific obligation. This assessment may take into consideration obligors such as guarantors, insurers, or lessees.

The debt rating is not a recommendation to purchase, sell, or hold a security, inasmuch as it does not comment as to market price or suitability for a particular investor.

The ratings are based on current information furnished by the issuer or obtained by S&P from other sources it considers reliable. S&P does not perform an audit in connection with any rating and may, on occasion, rely on unaudited financial information. The ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of such information or based on other circumstances.

The ratings are based, in varying degrees, on the following considerations:

- Likelihood of default capacity and willingness of the obligor as to the timely payment of interest and repayment of principal in accordance with the terms of the obligation.

- Nature of and provisions of the obligation.

- Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.

INVESTMENT GRADE

Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong.

Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in a small degree.

Debt rated A has a strong capacity to pay interest and repay principal, although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher-rated categories.

Debt rated BBB is regarded as having an adequate capacity to pay interest and repay principal. Whereas it normally exhibits adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for debt in this category than in higher-rated categories.

SPECULATIVE GRADE

Debt rated BB, B, CCC, CC, and C is regarded as having predominantly speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major exposures to adverse conditions.

Debt rated BB has less near-term vulnerability to default than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to inadequate capacity to meet timely interest and principal payments. The BB rating category also is used for debt subordinated to senior debt that is assigned an actual or implied BBB- rating.

Debt rated B has a greater vulnerability to default but currently has the capacity to meet interest payments and principal repayments. Adverse business, financial, or economic conditions will likely impair capacity or willingness to pay interest and repay principal. The B rating category also is used for debt subordinated to senior debt that is assigned an actual or implied BB or BB- rating.

Debt rated CCC has a currently identifiable vulnerability to default and is dependent upon favorable business, financial, and economic conditions to meet timely payment of interest and repayment of principal. In the event of adverse business, financial, or economic conditions, it is not likely to have the capacity to pay interest and repay principal. The CCC rating category also is used for debt subordinated to senior debt that is assigned an actual or implied B or B- rating.

Debt rated CC typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

Debt rated C typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating. The C rating may be used to cover a situation where a bankruptcy petition has been filed, but debt service payments are continued.

The rating CI is reserved for income bonds on which no interest is being paid.

Debt rated D is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due, even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

MOODY'S LONG-TERM DEBT RATINGS

Aaa - Bonds that are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa - Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present that make the long-term risk appear somewhat larger than in Aaa securities.

A - Bonds that are rated A possess many favorable investment attributes and are to be considered as upper-medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present that suggest a susceptibility to impairment some time in the future.

Baa - Bonds that are rated Baa are considered as medium-grade obligations (i.e., they are neither highly protected nor poorly secured). Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba - Bonds that are rated Ba are judged to have speculative elements - their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B - Bonds that are rated B generally lack characteristics of a desirable investment. Assurance of interest and principal payments or maintenance of other terms of the contract over any long period of time may be small.

Caa - Bonds that are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca - Bonds that are rated Ca represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds that are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

FITCH'S LONG-TERM DEBT RATINGS

Fitch's bond ratings provide a guide to investors in determining the credit risk associated with a particular security. The ratings represent Fitch's assessment of the issuer's ability to meet the obligations of a specific debt issue in a timely manner.

The rating takes into consideration special features of the issue, its relationship to other obligations of the issuer, the current and prospective financial condition and operating performance of the issuer and any guarantor, as well as the economic and political environment that might affect the issuer's future financial strength and credit quality.

Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated.

Fitch ratings are not recommendations to buy, sell or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature of taxability of payments made in respect of any security.

Fitch ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch believes to be reliable. Fitch does not audit or verify the truth or accuracy of such information. Ratings may be changed, suspended, or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.

INVESTMENT GRADE

AAA: Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality. The obligor's ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated F-1+.

A: Bonds considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.

BBB: Bonds considered to be investment grade and of satisfactory credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have adverse impact on these bonds and, therefore, impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings.

SPECULATIVE GRADE

BB: Bonds are considered speculative. The obligor's ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified, which could assist the obligor in satisfying its debt service requirements.

B: Bonds are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor's limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue.

CCC: Bonds have certain identifiable characteristics that, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or principal seems probable over time.

C: Bonds are in imminent default in payment of interest or principal.

DDD, DD, and D: Bonds are in default on interest and/or principal payments. Such bonds are extremely speculative and should be valued on the basis of their ultimate recovery value in liquidation or reorganization of the obligor. DDD represents the highest potential for recovery on these bonds, and D represents the lowest potential for recovery.

SHORT-TERM RATINGS

STANDARD & POOR'S COMMERCIAL PAPER RATINGS

A Standard & Poor's commercial paper rating is a current assessment of the likelihood of timely payment of debt considered short-term in the relevant market.

Ratings are graded into several categories, ranging from A-1 for the highest quality obligations to D for the lowest. These categories are as follows:

A-1  This highest category indicates that the degree of safety regarding timely
     payment is strong. Those issues determined to possess extremely strong
     safety characteristics are denoted with a plus sign (+) designation.

A-2  Capacity for timely payment on issues with this designation is
     satisfactory. However, the relative degree of safety is not as high as for
     issues designated A-1.

A-3  Issues carrying this designation have adequate capacity for timely payment.
     They are, however, more vulnerable to the adverse effects of changes in
     circumstances than obligations carrying the higher designations.

B    Issues are regarded as having only speculative capacity for timely payment.

C    This rating is assigned to short-term debt obligations with doubtful
     capacity for payment.

D    Debt rated D is in payment default. The D rating category is used when
     interest payments or principal payments are not made on the date due, even
     if the applicable grace period has not expired, unless S&P believes that
     such payments will be made during such grace period.

STANDARD & POOR'S MUNI BOND AND NOTE RATINGS

An S&P municipal bond or note rating reflects the liquidity factors and market-access risks unique to these instruments. Notes maturing in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating.

Note rating symbols and definitions are as follows:

SP-1 Strong capacity to pay principal and interest. Issues determined to possess very strong characteristics are given a plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3 Speculative capacity to pay principal and interest.

Municipal bond rating symbols and definitions are as follows:

Standard & Poor's rating SP-1 indicates very strong or strong capacity to pay principal and interest. Those issues determined to possess overwhelming safety characteristics will be given a plus (+) designation.

Standard & Poor's rating SP-2 indicates satisfactory capacity to pay principal and interest.

Standard & Poor's rating SP-3 indicates speculative capacity to pay principal and interest.

MOODY'S SHORT-TERM RATINGS

Moody's short-term debt ratings are opinions of the ability of issuers to repay punctually senior debt obligations. These obligations have an original maturity not exceeding one year, unless explicitly noted.

Moody's employs the following three designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers:

Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics: (i) leading market positions in well-established industries, (ii) high rates of return on funds employed, (iii) conservative capitalization structure with moderate reliance on debt and ample asset protection, (iv) broad margins in earnings coverage of fixed financial charges and high internal cash generation, and (v) well established access to a range of financial markets and assured sources of alternate liquidity.

Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above, but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

Issuers rated Prime-3 (or supporting institutions) have an acceptable ability for repayment of senior short-term obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.

Issuers rated Not Prime do not fall within any of the Prime rating categories.

MOODY'S SHORT-TERM MUNI BONDS AND NOTES

Short-term municipal bonds and notes are rated by Moody's. The ratings reflect the liquidity concerns and market access risks unique to notes.

Moody's MIG 1/VMIG 1 indicates the best quality. There is present strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing.

Moody's MIG 2/VMIG 2 indicates high quality. Margins of protection are ample although not so large as in the preceding group.

Moody's MIG 3/VMIG 3 indicates favorable quality. All security elements are accounted for but there is lacking the undeniable strength of the preceding grades. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.

Moody's MIG 4/VMIG 4 indicates adequate quality. Protection commonly regarded as required of an investment security is present and although not distinctly or predominantly speculative, there is specific risk.

FITCH'S SHORT-TERM RATINGS

Fitch's short-term ratings apply to debt obligations that are payable on demand or have original maturities of generally up to three years, including commercial paper, certificates of deposit, medium-term notes, and municipal and investment notes. The short-term rating places greater emphasis than a long-term rating on the existence of liquidity necessary to meet the issuer's obligations in a timely manner.

Fitch short-term ratings are as follows:

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.

F-1: Very Strong Credit Quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated F-1+.

F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as for issues assigned F-1+ and F-1 ratings.

F-3: Fair Credit Quality. Issues assigned this rating have characteristics suggesting that the degree of assurance for timely payment is adequate, however, near-term adverse changes could cause these securities to be rated below investment grade.

F-S: Weak Credit Quality. Issues assigned this rating have characteristics suggesting a minimal degree of assurance for timely payment and are vulnerable to near-term adverse changes in financial and economic conditions.

D: Default. Issues assigned this rating are in actual or imminent payment default.

S-6534-20 C(4/10)

STATEMENT OF ADDITIONAL INFORMATION
APRIL 14, 2010

RIVERSOURCE VARIABLE SERIES TRUST
RiverSource Variable Portfolio - Limited Duration Bond Fund RiverSource Variable Portfolio - Strategic Income Fund Variable Portfolio - AllianceBernstein International Value Fund Variable Portfolio - American Century Diversified Bond Fund Variable Portfolio - American Century Growth Fund Variable Portfolio - Eaton Vance Floating-Rate Income Fund Variable Portfolio - International Fund Variable Portfolio - Invesco International Growth Fund Variable Portfolio - J.P. Morgan Core Bond Fund Variable Portfolio - Jennison Mid Cap Growth Fund Variable Portfolio - Marsico Growth Fund Variable Portfolio - MFS Value Fund
Variable Portfolio - Mondrian International Small Cap Fund Variable Portfolio - Morgan Stanley Global Real Estate Fund Variable Portfolio - NFJ Dividend Value Fund Variable Portfolio - Partners Small Cap Growth Fund Variable Portfolio - PIMCO Mortgage-Backed Securities Fund Variable Portfolio - Pyramis(R) International Equity Fund Variable Portfolio - U.S. Equity Fund Variable Portfolio - UBS Large Cap Growth Fund Variable Portfolio - Wells Fargo Short Duration Government Fund

Each fund may offer Class 1 and Class 2 shares to separate accounts (Accounts) funding variable annuity contracts and variable life insurance policies (Contracts) issued by affiliated and unaffiliated life insurance companies as well as qualified pension and retirement plans (Qualified Plans) and other qualified institutional investors authorized by RiverSource Fund Distributors, Inc. (the distributor).

This is the Statement of Additional Information ("SAI") for each of the funds listed above. This SAI is not a prospectus. It should be read together with the appropriate current fund prospectus dated the same date as this SAI. For a free copy of a fund prospectus, or annual or semiannual report, contact your financial intermediary or write to RiverSource Family of Funds, 734 Ameriprise Financial Center, Minneapolis, MN 55474 or call 1 (800) 221-2450.

TABLE OF CONTENTS

Fundamental and Nonfundamental Investment Policies..............................    p. 4
Investment Strategies and Types of Investments..................................    p. 5
Information Regarding Risks and Investment Strategies...........................    p. 6
Securities Transactions.........................................................   p. 32
Brokerage Commissions Paid to Brokers Affiliated with the Investment Manager....   p. 34
Valuing Fund Shares.............................................................   p. 34
Portfolio Holdings Disclosure...................................................   p. 35
Proxy Voting....................................................................   p. 36
Investing in a Fund.............................................................   p. 38
Taxes...........................................................................   p. 39
Service Providers...............................................................   p. 40
Organizational Information......................................................   p. 73
Board Members and Officers......................................................   p. 80
Information Regarding Pending and Settled Legal Proceedings.....................   p. 86
Independent Registered Public Accounting Firm...................................   p. 87
Appendix A: Description of Ratings..............................................   p. 88

LIST OF TABLES

1.  Fund Fiscal Year Ends and Investment Categories.............................    p. 3
2.  Investment Strategies and Types of Investments..............................    p. 5
3.  Investment Management Services Agreement Fee Schedule.......................   p. 40
4.  Subadvisers and Subadvisory Agreement Fee Schedules.........................   p. 42
5.  Portfolio Managers..........................................................   p. 44
6.  Administrative Services Agreement Fee Schedule..............................   p. 72
7.  Fund History Table for RiverSource Family of Funds..........................   p. 74
8.  Board Members...............................................................   p. 80
9.  Fund Officers...............................................................   p. 82
10. Board Member Holdings -- All Funds..........................................   p. 84

Statement of Additional Information - April 14, 2010 Page 2

Throughout this SAI, the funds are referred to as follows:

RiverSource Variable Portfolio - Limited Duration Bond Fund (Limited Duration Bond)
RiverSource Variable Portfolio - Strategic Income Fund (Strategic Income) Variable Portfolio - AllianceBernstein International Value Fund

(AllianceBernstein International Value)

Variable Portfolio - American Century Diversified Bond Fund (American Century Diversified Bond)
Variable Portfolio - American Century Growth Fund (American Century Growth) Variable Portfolio - Eaton Vance Floating-Rate Income Fund (Eaton Vance Floating-Rate Income)
Variable Portfolio - International Fund (International) Variable Portfolio - Invesco International Growth Fund (Invesco International Growth)
Variable Portfolio - J.P. Morgan Core Bond Fund (J.P. Morgan Core Bond) Variable Portfolio - Jennison Mid Cap Growth Fund (Jennison Mid Cap Growth) Variable Portfolio - Marsico Growth Fund (Marsico Growth) Variable Portfolio - MFS Value Fund (MFS Value) Variable Portfolio - Mondrian International Small Cap Fund (Mondrian International Small Cap)
Variable Portfolio - Morgan Stanley Global Real Estate Fund (Morgan Stanley Global Real Estate)
Variable Portfolio - NFJ Dividend Value Fund (NFJ Dividend Value) Variable Portfolio - Partners Small Cap Growth Fund (Partners Small Cap Growth)
Variable Portfolio - PIMCO Mortgage-Backed Securities Fund (PIMCO Mortgage-Backed Securities)
Variable Portfolio - Pyramis International Equity Fund (Pyramis International Equity)
Variable Portfolio - U.S. Equity Fund (U.S. Equity) Variable Portfolio - UBS Large Cap Growth Fund (UBS Large Cap Growth) Variable Portfolio - Wells Fargo Short Duration Government Fund (Wells Fargo Short Duration Government)

The table that follows lists each fund's fiscal year end and investment category. The information can be used to identify groups of funds that are referenced throughout this SAI.

TABLE 1. FUND FISCAL YEAR ENDS AND INVESTMENT CATEGORIES

                                        FISCAL YEAR   FUND INVESTMENT
FUND                                        END          CATEGORY
----                                    -----------   ---------------
AllianceBernstein International Value   December 31   Equity
American Century Diversified Bond       December 31   Fixed Income
American Century Growth                 December 31   Equity
Eaton Vance Floating-Rate Income        December 31   Fixed Income
International                           December 31   Equity
Invesco International Growth            December 31   Equity
J.P. Morgan Core Bond                   December 31   Fixed Income
Jennison Mid Cap Growth                 December 31   Equity
Limited Duration Bond                   December 31   Fixed Income
Marsico Growth                          December 31   Equity
MFS Value                               December 31   Equity
Mondrian International Small Cap        December 31   Equity
Morgan Stanley Global Real Estate       December 31   Equity
NFJ Dividend Value                      December 31   Equity
Partners Small Cap Growth               December 31   Equity
PIMCO Mortgage-Backed Securities        December 31   Fixed Income
Pyramis International Equity            December 31   Equity
Strategic Income                        December 31   Fixed Income
U.S. Equity                             December 31   Equity

Statement of Additional Information - April 14, 2010 Page 3

                                        FISCAL YEAR   FUND INVESTMENT
FUND                                        END          CATEGORY
----                                    -----------   ---------------
UBS Large Cap Growth                    December 31   Equity
Wells Fargo Short Duration Government   December 31   Fixed Income

FUNDAMENTAL AND NONFUNDAMENTAL INVESTMENT POLICIES

Notwithstanding any of a fund's other investment policies, each fund may invest its assets in an open-end management investment company having substantially the same investment objectives, policies, and restrictions as the fund for the purpose of having those assets managed as part of a combined pool.

FUNDAMENTAL POLICIES

Fundamental policies are policies that can be changed only with shareholder approval.

- The fund will not act as an underwriter (sell securities for others). However, under the securities laws, the fund may be deemed to be an underwriter when it purchases securities directly from the issuer and later resells them.

- The fund will not lend securities or participate in an interfund lending program if the total of all such loans would exceed 33 1/3% of the fund's total assets except this fundamental investment policy shall not prohibit the fund from purchasing money market securities, loans, loan participation or other debt securities, or from entering into repurchase agreements.

- The fund will not borrow money, except for temporary purposes (not for leveraging or investment) in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings) immediately after the borrowings.

- The fund will not buy or sell real estate, unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the fund from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business or real estate investment trusts. For purposes of this policy, real estate includes real estate limited partnerships.

- The fund will not buy or sell physical commodities unless acquired as a result of ownership of securities or other instruments, except this shall not prevent the fund from buying or selling options, futures contracts and foreign currency or from entering into forward currency contracts or from investing in securities or other instruments backed by, or whose value is derived from, physical commodities.

- The fund will not issue senior securities, except as permitted under the 1940 Act, the rules and regulations thereunder and any applicable exemptive relief.

- Except for Morgan Stanley Global Real Estate, the fund will not concentrate in any one industry. According to the present interpretation by the Securities and Exchange Commission (SEC), this means that up to 25% of the fund's total assets, based on current market value at time of purchase, can be invested in any one industry.

- Except for Morgan Stanley Global Real Estate, the fund will not purchase securities (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities) of any one issuer if, as a result, more than 5% of its total assets will be invested in the securities of such issuer or it would own more than 10% of the voting securities of such issuer, except that: (a) up to 25% of its total assets may be invested without regard to these limitations and
(b) a Fund's assets may be invested in the securities of one or more management investment companies to the extent permitted by the 1940 Act, the rules and regulations thereunder, or any applicable exemptive relief.

ADDITIONALLY FOR MORGAN STANLEY GLOBAL REAL ESTATE:

- The fund will not invest more than 25% of the market value of its total assets in the securities of issuers in any particular industry, except the fund reserves the right to invest more than 25% of the value of its total assets in securities of issuers principally engaged in the real estate industry and may invest without limit in securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities.

Statement of Additional Information - April 14, 2010 Page 4

NONFUNDAMENTAL POLICIES

Nonfundamental policies are policies that can be changed by the Board without shareholder approval. The following are guidelines that may be changed by the Board at any time.

- No more than 15% of the fund's net assets will be held in securities and other instruments that are illiquid.

ADDITIONALLY, FOR ALL FUNDS EXCEPT, ALLIANCEBERNSTEIN INTERNATIONAL VALUE, INVESCO INTERNATIONAL GROWTH, PYRAMIS INTERNATIONAL EQUITY, MONDRIAN INTERNATIONAL SMALL CAP, MORGAN STANLEY GLOBAL REAL ESTATE AND INTERNATIONAL:

- Up to 25% of the fund's net assets may be invested in foreign investments.

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS

This table shows many of the various investment strategies and investments the funds are allowed to engage in and purchase. It is intended to show the breadth of investments that the investment manager or subadviser (individually and collectively, the "investment manager") may make on behalf of a fund. For a description of principal risks for an individual fund, please see the applicable prospectus for that fund. Notwithstanding a fund's ability to utilize these strategies and investments, the investment manager is not obligated to use them at any particular time. For example, even though the investment manager is authorized to adopt temporary defensive positions and is authorized to attempt to hedge against certain types of risk, these practices are left to the investment manager's sole discretion.

INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS: A black circle indicates that the investment strategy or type of investment generally is authorized for a category of funds. Exceptions are noted in the footnotes to the table. See Table 1 for fund categories.

TABLE 2. INVESTMENT STRATEGIES AND TYPES OF INVESTMENTS

INVESTMENT STRATEGY                              EQUITY   FIXED INCOME
-------------------                              ------   ------------
Agency and government securities                    -           -
Borrowing                                           -           -
Cash/money market instruments                       -           -
Collateralized bond obligations                     -           -
Commercial paper                                    -           -
Common stock                                        -           -
Convertible securities                              -           -
Corporate bonds                                     -           -
Debt obligations                                    -           -
Depositary receipts                                 -           -
Derivative instruments                              -           -
Exchange-traded funds                               -           -
Floating rate loans                                --           -
Foreign currency transactions                       -           -
Foreign securities                                  -           -
Funding agreements                                  -           -
High yield debt securities (junk bonds)             -           -
Illiquid and restricted securities                  -           -
Indexed securities                                  -           -
Inflation protected securities                      -           -
Inverse floaters                                   --           -
Investment companies                                -           -
Lending of portfolio securities                     -           -
Loan participations                                 -           -
Mortgage- and asset-backed securities               -           -
Mortgage dollar rolls                               A           -
Municipal obligations                               -           -
Pay-in-kind securities                              -           -
Preferred stock                                     -           -
Real estate investment trusts                       -           -
Repurchase agreements                               -           -

Statement of Additional Information - April 14, 2010 Page 5

INVESTMENT STRATEGY                              EQUITY   FIXED INCOME
-------------------                              ------   ------------
Reverse repurchase agreements                       -           -
Short sales                                         B           B
Sovereign debt                                      -           -
Structured investments                              -           -
Swap agreements                                     -           -
Variable- or floating-rate securities               -           -
Warrants                                            -           -
When-issued securities and forward commitments      -           -
Zero-coupon and step-coupon securities              -           -

A. Morgan Stanley Global Real Estate is authorized to invest in mortgage dollar rolls.

B. The funds are not prohibited from engaging in short sales, however, each fund will seek Board approval prior to utilizing short sales as an active part of its investment strategy.

INFORMATION REGARDING RISKS AND INVESTMENT STRATEGIES

RISKS

CONFIDENTIAL INFORMATION ACCESS RISK. In managing the underlying fund, the investment manager normally will seek to avoid the receipt of material, non-public information (Confidential Information) about the issuers of floating rate loans being considered for acquisition by the fund, or held in the underlying fund. In many instances, issuers of floating rate loans offer to furnish Confidential Information to prospective purchasers or holders of the issuer's floating rate loans to help potential investors assess the value of the loan. The investment manager's decision not to receive Confidential Information from these issuers may disadvantage the underlying fund as compared to other floating rate loan investors, and may adversely affect the price the underlying fund pays for the loans it purchases, or the price at which the underlying fund sells the loans. Further, in situations when holders of floating rate loans are asked, for example, to grant consents, waivers or amendments, the investment manager's ability to assess the desirability of such consents, waivers or amendments may be compromised. For these and other reasons, it is possible that the investment manager's decision under normal circumstances not to receive Confidential Information could adversely affect the underlying fund's performance.

Statement of Additional Information - April 14, 2010 Page 6

market may depress the price of common stocks to which the fund has exposure. Common stock prices fluctuate for several reasons, including changes to investors' perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting an issuer occurs. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase.

CREDIT RISK. Credit risk is the risk that one or more fixed income securities in the fund's portfolio will decline in price or fail to pay interest or repay principal when due because the issuer of the security experiences a decline in its financial status and is unable or unwilling to honor its obligations, including the payment of interest or the repayment of principal. Adverse conditions in the credit markets can adversely affect the broader global economy, including the credit quality of issuers of fixed income securities in which the fund may invest. Changes by nationally recognized statistical rating organizations in its rating of securities and in the ability of an issuer to make scheduled payments may also affect the value of the fund's investments. To the extent the fund invests in below-investment grade securities, it will be exposed to a greater amount of credit risk than a fund which invests solely in investment grade securities. The prices of lower grade securities are more sensitive to negative developments, such as a decline in the issuer's revenues or a general economic downturn, than are the prices of higher grade securities. Fixed income securities of below investment grade quality are predominantly speculative with respect to the issuer's capacity to pay interest and repay principal when due and therefore involve a greater risk of default. If the fund purchases unrated securities, or if the rating of a security is reduced after purchase, the fund will depend on the investment manager's analysis of credit risk more heavily than usual.

Counterparty credit risk is the risk that a counterparty to the derivative instrument becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties, and the fund may obtain no recovery of its investment or may only obtain a limited recovery, and any recovery may be delayed.

Certain derivatives have the potential for unlimited losses regardless of the size of the initial investment.

Statement of Additional Information - April 14, 2010 Page 7

RISKS OF FOREIGN INVESTING. Foreign securities are securities of issuers based outside the United States. An issuer is deemed to be based outside the United States if it is organized under the laws of another country. Foreign securities are primarily denominated in foreign currencies. In addition to the risks normally associated with domestic securities of the same type, foreign securities are subject to the following risks:

Country risk includes the political, economic, and other conditions of the country. These conditions include lack of publicly available information, less government oversight and regulation of business and industry practices of stock exchanges, brokers and listed companies than in the U.S. (including lack of uniform accounting, auditing, and financial reporting standards comparable to those applicable to domestic companies). In addition, with certain foreign countries, there is the possibility of nationalization, expropriation, the imposition of additional withholding or confiscatory taxes, political, social, or economic instability, diplomatic developments that could affect investments in those countries, or other unforeseen actions by regulatory bodies (such as changes to settlement or custody procedures). It may be more difficult for an investor's agents to keep currently informed about corporate actions such as stock dividends or other matters that may affect the prices of portfolio securities. The liquidity of foreign investments may be more limited than for most U.S. investments, which means that, at times it may be difficult to sell foreign securities at desirable prices. Payment for securities without delivery may be required in certain foreign markets and, when participating in new issues, some foreign countries require payment to be made in advance of issuance (at the time of issuance, the market value of the security may be more or less than the purchase price). Fixed commissions on some foreign stock exchanges are generally higher than negotiated commissions on U.S. exchanges. Further, the Fund may encounter difficulties or be unable to pursue legal remedies and obtain judgments in foreign courts. The introduction of a single currency, the euro, on Jan. 1, 1999 for participating European nations in the Economic and Monetary Union (EU) presents unique risks. The most important is the exposure to the economic, political and social development of the member countries in the EU.

Statement of Additional Information - April 14, 2010 Page 8

HIGHLY LEVERAGED TRANSACTIONS RISK. Certain corporate loans and corporate debt securities involve refinancings, recapitalizations, mergers and acquisitions, and other financings for general corporate purposes. These investments also may include senior obligations of a borrower issued in connection with a restructuring pursuant to Chapter 11 of the U.S. Bankruptcy Code (commonly known as "debtor-in-possession" financings), provided that such senior obligations are determined by the fund's investment manager upon its credit analysis to be a suitable investment by the fund. In such highly leveraged transactions, the borrower assumes large amounts of debt in order to have the financial resources to attempt to achieve its business objectives. Such business objectives may include but are not limited to: management's taking over control of a company (leveraged buy-out); reorganizing the assets and liabilities of a company (leveraged recapitalization); or acquiring another company. Loans or securities that are part of highly leveraged transactions involve a greater risk (including default and bankruptcy) than other investments.

IMPAIRMENT OF COLLATERAL RISK. The value of collateral, if any, securing a floating rate loan can decline, and may be insufficient to meet the borrower's obligations or difficult to liquidate. In addition, the fund's access to collateral may be limited by bankruptcy or other insolvency laws. Further, certain floating rate loans may not be fully collateralized and may decline in value.

Statement of Additional Information - April 14, 2010 Page 9

collateral. Leverage can also create an interest expense that may lower the fund's overall returns. Lastly, there is no guarantee that a leveraging strategy will be successful.

LIQUIDITY RISK. The risk associated from a lack of marketability of securities which may make it difficult or impossible to sell at desirable prices in order to minimize loss. The fund may have to lower the selling price, sell other investments, or forego another, more appealing investment opportunity.

MARKET RISK. The market value of securities may fall or fail to rise. Market risk may affect a single issuer, sector of the economy, industry, or the market as a whole. The market value of securities may fluctuate, sometimes rapidly and unpredictably. This risk is generally greater for small and mid-sized companies, which tend to be more vulnerable to adverse developments. In addition, focus on a particular style, for example, investment in growth or value securities, may cause the fund to underperform other mutual funds if that style falls out of favor with the market.

SECTOR RISK. If an underlying fund emphasizes one or more economic sectors, it may be more susceptible to the financial, market or economic events affecting the particular issuers and industries in which it invests than funds that do not emphasize particular sectors. The more a fund diversifies across sectors, the more it spreads risk and potentially reduces the risks of loss and volatility.

Statement of Additional Information - April 14, 2010 Page 10

small and medium companies are traded only over-the-counter or on regional securities exchanges and the frequency and volume of their trading is substantially less and may be more volatile than is typical of larger companies.

VALUE SECURITIES RISK. Value securities involve the risk that they may never reach what the investment manager believes is their full market value either because the market fails to recognize the stock's intrinsic worth or the investment manager misgauged that worth. They also may decline in price, even though in theory they are already undervalued. Because different types of stocks tend to shift in and out of favor depending on market and economic conditions, the Fund's performance may sometimes be lower or higher than that of other types of funds (such as those emphasizing growth stocks).

INVESTMENT STRATEGIES

The following information supplements the discussion of each fund's investment objectives, policies, and strategies that are described in the prospectus and in this SAI. Please refer to the table titled Investment Strategies and Types of Investments to see which are applicable to various categories of funds.

AGENCY AND GOVERNMENT SECURITIES

BORROWING

If the fund borrows money, its share price may be subject to greater fluctuation until the borrowing is paid off. If the fund makes additional investments while borrowings are outstanding, this may be considered a form of leverage. Under the 1940 Act, the fund is required to maintain continuous asset coverage of 300% with respect to such borrowings and to sell (within three days) sufficient portfolio holdings to restore such coverage if it should decline to less than 300% due to market fluctuations or otherwise, even if such liquidations of the fund's holdings may be disadvantageous from an investment standpoint. Leveraging by means of borrowing may exaggerate the effect of any increase or decrease in the value of portfolio securities or the fund's NAV, and money borrowed will be subject to interest and other costs (which may include commitment fees and/or the cost of maintaining minimum average balances) which may or may not exceed the income received from the securities purchased with borrowed funds.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with borrowing include: Borrowing Risk and Inflation Risk.

Statement of Additional Information - April 14, 2010 Page 11

CASH/MONEY MARKET INSTRUMENTS

Although one or more of the other risks described in this SAI may apply, the largest risks associated with cash/money market instruments include: Credit Risk and Inflation Risk.

COLLATERALIZED BOND OBLIGATIONS

Although one or more of the other risks described in this SAI may apply, the largest risks associated with CBOs include: Credit Risk, Interest Rate Risk, and Prepayment and Extension Risk.

COMMERCIAL PAPER

Although one or more of the other risks described in this SAI may apply, the largest risks associated with commercial paper include: Credit Risk and Liquidity Risk.

COMMON STOCK

Statement of Additional Information - April 14, 2010 Page 12

Although one or more of the other risks described in this SAI may apply, the largest risks associated with common stock include: Issuer Risk, Market Risk, and Small and Mid-Sized Company Risk.

CONVERTIBLE SECURITIES

Convertible securities are bonds, debentures, notes, preferred stocks, or other securities that may be converted into common, preferred or other securities of the same or a different issuer within a particular period of time at a specified price. Some convertible securities, such as preferred equity-redemption cumulative stock (PERCs), have mandatory conversion features. Others are voluntary. A convertible security entitles the holder to receive interest normally paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted, or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying stock since they have fixed income characteristics, and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases.

CORPORATE BONDS

DEBT OBLIGATIONS

Statement of Additional Information - April 14, 2010 Page 13

DEPOSITARY RECEIPTS

Although one or more of the other risks described in this SAI may apply, the largest risks associated with depositary receipts include: Foreign/Emerging Markets Risk, Issuer Risk, and Market Risk.

DERIVATIVE INSTRUMENTS

Derivative instruments are commonly defined to include securities or contracts whose values depend, in whole or in part, on (or "derive" from) the value of one or more other assets, such as securities, currencies, or commodities.

Statement of Additional Information - April 14, 2010 Page 14

price if the market price rises above the exercise price. A writer of a put option may have to pay an above-market price for the security if its market price decreases below the exercise price.

Futures contracts may be based on various securities, securities indexes (such as the S&P 500 Index), foreign currencies and other financial instruments and indexes.

Statement of Additional Information - April 14, 2010 Page 15

because of insufficient activity in the options market. Purchasing options also limits the use of monies that might otherwise be available for long-term investments.

Currency Options. Options on currencies are contracts that give the buyer the right, but not the obligation, to buy (call options) or sell (put options) a specified amount of a currency at a predetermined price (strike rate) on or before the option matures (expiry date). Conversely, the seller has the obligation to buy or sell a currency option upon exercise of the option by the purchaser. Currency options are traded either on a national securities exchange or over-the-counter.

Statement of Additional Information - April 14, 2010 Page 16

Derivatives also are subject to the risk that they cannot be sold, closed out, or replaced quickly at or very close to their fundamental value. Generally, exchange contracts are very liquid because the exchange clearinghouse is the counterparty of every contract. OTC transactions are less liquid than exchange-traded derivatives since they often can only be closed out with the other party to the transaction.

(See also Foreign Currency Transactions.)

Although one or more of the other risks described in this SAI may apply, the largest risks associated with derivative instruments include: Counterparty Risk, Derivatives Risk and Liquidity Risk.

EXCHANGE-TRADED FUNDS

FLOATING RATE LOANS

Statement of Additional Information - April 14, 2010 Page 17

originating a loan or purchasing an assignment in a loan. In selecting the loans in which the fund will invest, however, the investment manager will not rely on that credit analysis of the agent bank, but will perform its own investment analysis of the borrowers. The investment manager's analysis may include consideration of the borrower's financial strength and managerial experience, debt coverage, additional borrowing requirements or debt maturity schedules, changing financial conditions, and responsiveness to changes in business conditions and interest rates. The majority of loans the fund will invest in will be rated by one or more of the nationally recognized rating agencies. Investments in loans may be of any quality, including "distressed" loans, and will be subject to the fund's credit quality policy.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with floating rate loans include: Credit Risk and Prepayment and Extension Risk.

FOREIGN CURRENCY TRANSACTIONS

Statement of Additional Information - April 14, 2010 Page 18

A fund may enter into forward contracts for a variety of reasons, but primarily it will enter into such contracts for risk management (hedging) or for investment purposes.

Statement of Additional Information - April 14, 2010 Page 19

Thus, a dealer may offer to sell a foreign currency to a fund at one rate, while offering a lesser rate of exchange should a fund desire to resell that currency to the dealer.

Statement of Additional Information - April 14, 2010 Page 20

A fund will hold securities or other options or futures positions whose values are expected to offset its obligations.

FOREIGN SECURITIES

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Although one or more of the other risks described in this SAI may apply, the largest risks associated with foreign securities include: Foreign/Emerging Markets Risk and Issuer Risk.

FUNDING AGREEMENTS

Although one or more of the other risks described in this SAI may apply, the largest risks associated with funding agreements include: Credit Risk and Liquidity Risk.

HIGH-YIELD DEBT SECURITIES (JUNK BONDS)

See Appendix A for a discussion of securities ratings. (See also Debt Obligations.)

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ILLIQUID AND RESTRICTED SECURITIES

Although one or more of the other risks described in this SAI may apply, the largest risks associated with illiquid and restricted securities include:
Liquidity Risk.

INDEXED SECURITIES

Although one or more of the other risks described in this SAI may apply, the largest risks associated with indexed securities include: Liquidity Risk and Market Risk.

INFLATION PROTECTED SECURITIES

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Although one or more of the other risks described in this SAI may apply, the largest risks associated with inflation-protected securities include: Interest Rate Risk and Market Risk.

INITIAL PUBLIC OFFERINGS (IPOS)

Companies issuing IPOs generally have limited operating histories, and their prospects for future profitability are uncertain. These companies often are engaged in new and evolving businesses and are particularly vulnerable to competition and to changes in technology, markets and economic conditions. They may be dependent on certain key managers and third parties, need more personnel and other resources to manage growth and require significant additional capital. They may also be dependent on limited product lines and uncertain property rights and need regulatory approvals. Funds that invest in IPOs can be affected by sales of additional shares and by concentration of control in existing management and principal shareholders. Stock prices of IPOs can also be highly unstable, due to the absence of a prior public market, the small number of shares available for trading and limited investor information. Most IPOs involve a high degree of risk not normally associated with offerings of more seasoned companies.

Although one or more risks described in this SAI may apply, the largest risks associated with IPOs include: Small and Mid-Sized Company Risk and Initial Public Offering (IPO) Risk.

INVERSE FLOATERS

INVESTMENT COMPANIES

Investing in securities issued by registered and unregistered investment companies may involve the duplication of advisory fees and certain other expenses.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with the securities of other investment companies include: Market Risk.

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LENDING OF PORTFOLIO SECURITIES

To generate additional income, a fund may lend up to one-third of the value of its total assets to broker-dealers, banks or other institutional borrowers of securities. JPMorgan Chase Bank, N.A. serves as lending agent (the Lending Agent) to the funds pursuant to a securities lending agreement (the Securities Lending Agreement) approved by the Board.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with the lending of portfolio securities include:
Credit Risk.

LOAN PARTICIPATIONS

Although one or more of the other risks described in this SAI may apply, the largest risks associated with loan participations include: Credit Risk.

MORTGAGE- AND ASSET-BACKED SECURITIES

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MORTGAGE DOLLAR ROLLS

Although one or more of the other risks described in this SAI may apply, the largest risks associated with mortgage dollar rolls include: Credit Risk and Interest Rate Risk.

MUNICIPAL OBLIGATIONS

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PREFERRED STOCK

Although one or more of the other risks described in this SAI may apply, the largest risks associated with preferred stock include: Issuer Risk and Market Risk.

REAL ESTATE INVESTMENT TRUSTS

One or more of the other risks described in this SAI may apply to REITs.

REPURCHASE AGREEMENTS

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(usually within seven days). The repurchase agreement determines the yield during the purchaser's holding period, while the seller's obligation to repurchase is secured by the value of the underlying security. Repurchase agreements could involve certain risks in the event of a default or insolvency of the other party to the agreement, including possible delays or restrictions upon the purchaser's ability to dispose of the underlying securities.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with repurchase agreements include: Credit Risk.

REVERSE REPURCHASE AGREEMENTS

Although one or more of the other risks described in this SAI may apply, the largest risks associated with reverse repurchase agreements include: Credit Risk and Interest Rate Risk.

SHORT SALES

Although one or more of the other risks described in this SAI may apply, the largest risks associated with short sales include: Market Risk and Short Sales Risk.

SOVEREIGN DEBT

Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis that led to defaults and the restructuring of certain indebtedness.

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Although one or more of the other risks described in this SAI may apply, the largest risks associated with sovereign debt include: Credit Risk and Foreign/Emerging Markets Risk.

STRUCTURED INVESTMENTS

Although one or more of the other risks described in this SAI may apply, the largest risks associated with structured investments include: Credit Risk and Liquidity Risk.

SWAP AGREEMENTS

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the end of the contract. In addition to paying and receiving amounts at the beginning and termination of the agreements, both sides will also have to pay in full periodically based upon the currency they have borrowed. Change in foreign exchange rates and changes in interest rates, as described above, may negatively affect currency swaps.

Credit default swap agreements can involve greater risks than if a fund had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to counterparty credit risk, leverage risk, hedging risk, correlation risk and liquidity risk. A fund will enter into credit default swap agreements only with counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A fund's obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the fund). In connection with credit default swaps in which a fund is the buyer, the fund will segregate or "earmark" cash or other liquid assets, or enter into certain offsetting positions, with a value at least equal to the fund's exposure (any accrued but unpaid net amounts owed by the fund to any counterparty), on a marked-to-market basis. In connection with credit default swaps in which a fund is the seller, the fund will segregate or "earmark" cash or other liquid assets, or enter into offsetting positions, with a value at least

Statement of Additional Information - April 14, 2010 Page 30

equal to the full notional amount of the swap (minus any amounts owed to the fund). Such segregation or "earmarking" will ensure that the fund has assets available to satisfy its obligations with respect to the transaction. Such segregation or "earmarking" will not limit the fund's exposure to loss.

Although one or more of the other risks described in this SAI may apply, the largest risks associated with swaps include: Credit Risk, Liquidity Risk and Market Risk.

VARIABLE- OR FLOATING-RATE SECURITIES

Although one or more of the other risks described in this SAI may apply, the largest risks associated with variable- or floating-rate securities include:
Credit Risk.

WARRANTS

Although one or more of the other risks described in this SAI may apply, the largest risks associated with warrants include: Market Risk.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

When-issued securities and forward commitments involve a commitment to purchase or sell specific securities at a predetermined price or yield in which payment and delivery take place after the customary settlement period for that type of security. Normally, the settlement date occurs within 45 days of the purchase although in some cases settlement may take longer. The investor does not pay for the securities or receive dividends or interest on them until the contractual settlement date. Such instruments involve the risk of loss if the value of the security to be purchased declines prior to the settlement date and the risk that the security will not be issued as anticipated. If the security is not issued as anticipated, a fund may lose the opportunity to obtain a price and yield considered to be advantageous.

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Although one or more of the other risks described in this SAI may apply, the largest risks associated with when-issued securities and forward commitments include: Credit Risk.

ZERO-COUPON, STEP-COUPON, AND PAY-IN-KIND SECURITIES

SECURITIES TRANSACTIONS

Except as otherwise noted, the description of policies and procedures in this section also applies to any fund subadviser. Subject to policies set by the Board, as well as the terms of the investment management services agreements, and subadviser agreements, as applicable, the investment manager or subadviser is authorized to determine, consistent with a fund's investment objective and policies, which securities will be purchased, held, or sold. In determining where the buy and sell orders are to be placed, the investment manager has been directed to use its best efforts to obtain the best available price and the most favorable execution except where otherwise authorized by the Board.

Each fund, the investment manager, any subadviser and RiverSource Distributors, Inc. (principal underwriter and distributor of the funds) has a strict Code of Ethics that prohibits affiliated personnel from engaging in personal investment activities that compete with or attempt to take advantage of planned portfolio transactions for the fund.

BROKER-DEALER SELECTION

In selecting broker-dealers to execute transactions, the investment manager and each subadviser will consider from among such factors as the ability to minimize trading costs, trading expertise, infrastructure, ability to provide information or services, financial condition, confidentiality, competitiveness of commission rates, evaluations of execution quality, promptness of execution, past history, ability to prospect for and find liquidity, difficulty of trade, security's trading characteristics, size of order, liquidity of market, block trading capabilities, quality of settlement, specialized expertise, overall responsiveness, willingness to commit capital and research services provided.

The Board has adopted a policy prohibiting the investment manager, or any subadviser, from considering sales of shares of the funds as a factor in the selection of broker-dealers through which to execute securities transactions.

COMMISSION DOLLARS

Broker-dealers typically provide a bundle of services including research and execution of transactions. The research provided can be either proprietary (created and provided by the broker-dealer) or third party (created by a third party but provided by the broker-dealer). Consistent with the interests of the fund, the investment manager and each subadviser may use broker-dealers who provide both types of research products and services in exchange for commissions, known as "soft dollars," generated by transactions in fund accounts.

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TRADE AGGREGATION AND ALLOCATION

Generally, orders are processed and executed in the order received. When a fund buys or sells the same security as another portfolio, fund, or account, the investment manager or subadviser carries out the purchase or sale pursuant to policies and procedures designed in such a way believed to be fair to the fund. Purchase and sale orders may be combined or aggregated for more than one account if it is believed it would be consistent with best execution. Aggregation may reduce commission costs or market impact on a per-share and per-dollar basis, although aggregation may have the opposite effect. There may be times when not enough securities are received to fill an aggregated order, including in an initial public offering, involving multiple accounts. In that event, the investment manager and each subadviser has policies and procedures designed in such a way believed to result in a fair allocation among accounts, including the fund.

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to receive a different allocation (either larger or smaller) than might otherwise be obtained if the investment manager were to aggregate trades in leveraged loans across the portfolio management teams. Although the investment manager does not aggregate orders in leveraged loans across its portfolio management teams in Minneapolis, New York and Los Angeles, it operates in this structure subject to its duty to seek best execution.

BROKERAGE COMMISSIONS PAID TO BROKERS AFFILIATED WITH THE INVESTMENT MANAGER

VALUING FUND SHARES

In determining net assets before shareholder transactions, a fund's securities are valued as follows as of the close of business of the New York Stock Exchange (the "Exchange"):

- Securities included in the NASDAQ National Market System are valued at the last-quoted sales price in this market.

- Futures and options traded on major exchanges are valued at the last-quoted sales price on their primary exchange.

- Occasionally, events affecting the value of securities occur between the time the primary market on which the securities are traded closes and the close of the Exchange. If events materially affect the value of securities, the securities will be valued at their fair value according to procedures decided upon in good faith by the Board. This occurs most commonly with foreign securities, but may occur in other cases. The fair value of a security is likely to be different from the quoted or published price.

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PORTFOLIO HOLDINGS DISCLOSURE

In addition, the investment manager makes publicly available information regarding a fund's top ten holdings (including name and percentage of a fund's assets invested in each such holding) and the percentage breakdown of a fund's investments by country, sector and industry, as applicable. This holdings information is made publicly available through the websites (riversource.com/funds for RiverSource and Threadneedle funds and Seligman.com for Seligman funds) as of month-end, approximately ten (10) days following the month-end. In addition to the monthly top ten holdings and the portfolio holdings information made available on the SEC website as part of a fund's annual, semi-annual and fiscal quarter filings, the investment manager also publishes on websites each fund's full portfolio holdings (including name and percentage of a fund's assets invested in each such holding) as of the end of each calendar quarter. This full list of portfolio holdings is made available approximately thirty (30) days following the end of each calendar quarter.

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where such disclosure is necessary to participate or explore participation in a restructuring of the holding (e.g., as part of a bondholder group), or to the issuer of a holding, pursuant to a request of the issuer or any other party who is duly authorized by the issuer.

PROXY VOTING

GENERAL GUIDELINES, POLICIES AND PROCEDURES

GENERAL GUIDELINES

- The Board generally votes in favor of proposals for an independent chairman or, if the chairman is not independent, in favor of a lead independent director.

- The Board supports annual election of all directors and proposals to eliminate classes of directors.

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other activities that appear to interfere with his or her ability to commit sufficient attention to the company and, in general, will vote against nominees who are determined to have been involved in options backdating.

SOCIAL AND CORPORATE POLICY ISSUES -- The Board believes proxy proposals should address the business interests of the corporation. Shareholder proposals sometime seek to have the company disclose or amend certain business practices based purely on social or environmental issues rather than compelling business arguments. In general, the Board recognizes our fund shareholders are likely to have differing views of social and environmental issues and believes that these matters are primarily the responsibility of a company's management and its board of directors.

POLICIES AND PROCEDURES

The policy of the Board is to vote all proxies of the companies in which a fund holds investments. Because of the volume and complexity of the proxy voting process, including inherent inefficiencies in the process that are outside the control of the Board or the Proxy Team (below), not all proxies may be voted. The Board has implemented policies and procedures that have been reasonably designed to vote proxies and to ensure that there are no conflicts between interests of a fund's shareholders and those of the funds' principal underwriters, RiverSource Investments, or other affiliated persons. In exercising its proxy voting responsibilities, the Board may rely upon the research or recommendations of one or more third party service providers.

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OBTAIN A PROXY VOTING RECORD

Each year the RiverSource funds file their proxy voting records with the SEC and make them available by August 31 for the 12-month period ending June 30 of that year. The records can be obtained without charge through riversource.com/funds or searching the website of the SEC at www.sec.gov.

INVESTING IN A FUND

PURCHASING SHARES

As a contract owner or participant in a Qualified Plan, you may not buy (nor will you own) shares of the funds directly. You invest by buying a Contract or contributing to a Qualified Plan and making allocations to one or more funds. Your purchase price will be the next NAV calculated after your request is received in good order by the fund, a participating insurance company or Qualified Plan sponsor.

If you own a Contract or participate in a Qualified Plan, see your Contract prospectus or Qualified Plan disclosure documents for further information concerning allocations to the funds, minimum and maximum payments and submission and acceptance of your application.

TRANSFERRING/SELLING SHARES

There is no sales charge associated with the purchase of fund shares, but there may be charges associated with the surrender or withdrawal of your annuity contract or life insurance policy. Any charges that apply to your Contract are described in your annuity contract or life insurance policy prospectus.

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You may transfer all or part of your value in your Account investing in shares of the fund to one or more of the other Accounts investing in shares of other funds with different investment objectives.

You may provide instructions to sell any shares you have allocated to your Account. Proceeds will be mailed within seven days after your surrender or withdrawal request is accepted by an authorized agent. The amount you receive may be more or less than the amount you invested. Your sale price will be the next NAV calculated after your request is received in good order by the fund or an authorized insurance company.

A fund will sell any shares presented by the shareholders Accounts of participating affiliated and unaffiliated insurance companies, Qualified Plans and other qualified institutional investors authorized by the distributor for sale. The policies on when or whether to buy or sell shares are described in your annuity or life insurance prospectus or Qualified Plan disclosure documents.

During an emergency the Board can suspend the computation of net asset value, stop accepting payments for purchase of shares, or suspend the duty of a fund to sell shares for more than seven days. Such emergency situations would occur if:

- The Exchange closes for reasons other than the usual weekend and holiday closings or trading on the Exchange is restricted, or

- Disposal of a fund's securities is not reasonably practicable or it is not reasonably practicable for the fund to determine the fair value of its net assets, or

- The SEC, under the provisions of the 1940 Act, declares a period of emergency to exist.

REJECTION OF BUSINESS

Each fund and the distributor reserve the right to reject any business, in its sole discretion.

TAXES

Each fund other than American Century Growth, Jennison Mid Cap Growth, Marsico Growth, MFS Value, NFJ Dividend Value, Partners Small Cap Growth, U.S. Equity, and UBS Large Cap Growth (the "non-RIC funds") intends to qualify for and elect the tax treatment applicable to a regulated investment company (RIC) under Subchapter M of the Internal Revenue Code of 1986 (the "Code").

To qualify as a RIC, the fund must distribute, for its taxable year, at least 90% of its investment company taxable income plus at least 90% of its net tax-exempt income. The RIC funds intend to distribute 100% of all net income, including net capital gain, to avoid federal income tax. The Funds intend to comply with the requirements of Section 817(h) and the related regulations issued thereunder by the Treasury Department. These provisions impose certain diversification requirements in order for participating insurance companies and their "separate accounts" which hold shares in the Fund to qualify for special tax treatment described below. Under a Section 817(h) safe harbor for separate accounts, (a) at least 50% of the market value of the Fund's total assets must be represented by cash, U.S. government securities, securities of other regulated investment companies, and other securities limited in respect of any one issuer, to an amount not greater than 5% of the Fund's total assets and 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of its total assets may be invested in the securities of any one issuer (other than U.S. government securities and securities of other regulated investment companies), the securities of two or more issuers which the Fund controls and which are engaged in the same, similar or related trades or businesses, or in the securities of one or more publicly traded partnerships. If no more than 55% of the assets of the funds are invested in cash, cash items, government securities and securities of other regulated investment companies, the subchapter M diversification requirement will also satisfy the Section 817(h) requirement. If the safe harbor cannot be utilized, the assets of the fund must meet the following requirement. No more than 55% of the value of total assets can be invested in one security, no more than 70% of the value of total assets can be invested in two securities, no more than 80% of the value of total assets can be invested in three securities, and no more than 90% of the value of total assets can be invested in four securities.

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Under federal tax law, by the end of a calendar year a fund that is a RIC must declare and pay dividends representing 98% of ordinary income for that calendar year and 98% of net capital gains (both long-term and short-term) for the 12-month period ending Oct. 31 of that calendar year. Such a fund is subject to an excise tax equal to 4% of the excess, if any, of the amount required to be distributed over the amount actually distributed. Each Fund other than the non-RIC Funds intends to comply with this federal tax law related to annual distributions and avoid any excise tax. For purposes of the excise tax distributions, section 988 ordinary gains and losses (i.e. certain foreign currency gains and losses) are distributable based on an Oct. 31 year end. This is an exception to the general rule that ordinary income is paid based on a calendar year end.

Each non-RIC fund will be treated as a partnership for federal income purposes. A partnership is not subject to U.S. federal income tax itself, although it must file an annual information return. Rather, each partner of a partnership, in computing its federal income tax liability for a taxable year, is required to take into account its allocable share of the fund's items of income, gain, loss, deduction or credit for the taxable year of the fund ending within or with the taxable year of the partner, regardless of whether such partner has received or will receive corresponding distributions from the fund.

The non-RIC Funds will not need to make distributions to their shareholders to preserve their tax status.

For purposes of the latter diversification requirement, the Fund's beneficial interest in a regulated investment company, a real estate investment trust, a partnership or a grantor trust will not be treated as a single investment of a segregated asset account if the Fund meets certain requirements related to its ownership and access. Instead, a pro rata portion of each asset of the investment company, partnership, or trust will be treated as an asset of the segregated asset account. The Funds intend to meet such requirements.

The funds other than the non-RIC funds may be subject to U.S. taxes resulting from holdings in a passive foreign investment company (PFIC). To avoid taxation, a fund may make an election to mark to market its PFIC stock. A foreign corporation is a PFIC when 75% or more of its gross income for the taxable year is passive income or 50% or more of the average value of its assets consists of assets that produce or could produce passive income. The partners or owners in non-RIC funds may similarly be subject to U.S. taxes resulting from holdings in a PFIC. To the extent possible, such non-RIC funds may similarly make an election to mark to market any PFIC stock.

Income earned by a fund may have had foreign taxes imposed and withheld on it in foreign countries. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes.

SERVICE PROVIDERS

INVESTMENT MANAGEMENT SERVICES

RiverSource Investments is the investment manager for each fund. Under the Investment Management Services Agreement (the Agreement), the investment manager, subject to the policies set by the Board, provides investment management services.

For its services, the investment manager is paid a monthly fee based on the following schedule. The fee is calculated for each calendar day on the basis of net assets as of the close of the preceding day.

TABLE 3. INVESTMENT MANAGEMENT SERVICES AGREEMENT FEE SCHEDULE

                                           ASSETS      ANNUAL RATE AT
FUND                                     (BILLIONS)   EACH ASSET LEVEL
----                                    -----------   ----------------
AllianceBernstein International Value    First $1.0        0.850%
Invesco International Growth              Next $1.0        0.800%
Pyramis International Equity              Over $2.0        0.700%

American Century Diversified Bond        First $1.0        0.480%
J.P. Morgan Core Bond                     Next $1.0        0.450%
PIMCO Mortgage-Backed Securities          Over $2.0        0.400%
Wells Fargo Short Duration Government

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                                           ASSETS      ANNUAL RATE AT
FUND                                     (BILLIONS)   EACH ASSET LEVEL
----                                    -----------   ----------------
American Century Growth                  First $1.0        0.650%
Marsico Growth                            Next $1.0        0.600%
MFS Value                                 Over $2.0        0.500%
NFJ Dividend Value
UBS Large Cap Growth

Eaton Vance Floating-Rate Income         First $1.0        0.630%
                                          Next $1.0        0.580%
                                          Over $2.0        0.530%

International                           First $0.25        0.950%
Mondrian International Small Cap         Next $0.25        0.900%
                                         Over $0.50        0.850%

Jennison Mid Cap Growth                  First $1.0        0.750%
                                          Next $1.0        0.700%
                                          Over $2.0        0.650%

Limited Duration Bond                    First $1.0        0.480%
                                          Next $1.0        0.455%
                                          Next $1.0        0.430%
                                          Next $3.0        0.405%
                                          Next $1.5        0.380%
                                          Next $1.5        0.365%
                                          Next $1.0        0.360%
                                          Next $5.0        0.350%
                                          Next $5.0        0.340%
                                          Next $4.0        0.330%
                                         Next $26.0        0.310%
                                         Over $50.0        0.290%

Morgan Stanley Global Real Estate        First $1.0        0.850%
                                          Next $1.0        0.800%
                                          Over $2.0        0.750%

Partners Small Cap Growth               First $0.25        0.900%
U.S. Equity                              Next $0.25        0.850%
                                         Over $0.50        0.800%

Strategic Income                         First $1.0        0.570%
                                          Next $1.0        0.545%
                                          Next $1.0        0.520%
                                          Next $3.0        0.495%
                                          Next $1.5        0.470%
                                          Next $2.5        0.450%
                                          Next $5.0        0.430%
                                          Next $9.0        0.410%
                                         Over $24.0        0.390%

Under the Agreement, the management fee is paid monthly. For all funds, under the Agreement, a fund also pays taxes, brokerage commissions and nonadvisory expenses, which include custodian fees and charges; fidelity bond premiums; certain legal fees; registration fees for shares; consultants' fees; compensation of Board members, officers and employees not employed by the investment manager or its affiliates; corporate filing fees; organizational expenses; expenses incurred in connection with lending securities; and expenses properly payable by a fund, approved by the Board.

MANAGER OF MANAGERS EXEMPTION

The RiverSource Family of Funds has received an order from the Securities and Exchange Commission (SEC) that permits RiverSource Investments, subject to the approval of the Board, to appoint a subadviser or change the terms of a subadvisory agreement for a fund without first obtaining shareholder approval. The order permits the fund to add or change unaffiliated subadvisers or the fees paid to subadvisers from time to time without the expense and delays associated with obtaining shareholder approval of the change. RiverSource Investments and its affiliates may have other relationships, including significant financial relationships, with current or potential subadvisers or their affiliates, which may create a conflict of interest. In making recommendations to the Board to appoint or to change a subadviser, or to change the terms of a subadvisory agreement, RiverSource

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Investments does not consider any other relationship it or its affiliates may have with a subadviser, and RiverSource Investments discloses the nature of any material relationships it has with a subadviser to the Board.

SUBADVISORY AGREEMENTS

The assets of certain funds are managed by subadvisers that have been selected by the investment manager, subject to the review and approval of the Board. The investment manager has recommended the subadvisers to the Board based upon its assessment of the skills of the subadvisers in managing other assets with objectives and investment strategies substantially similar to those of the applicable fund. Short-term investment performance is not the only factor in selecting or terminating a subadviser, and the investment manager does not expect to make frequent changes of subadvisers. Certain subadvisers, affiliated with the investment manager, have been directly approved by shareholders. These subadvisers are noted in Table 6.

The investment manager allocates the assets of a fund with multiple subadvisers among the subadvisers. Each subadviser has discretion, subject to oversight by the Board and the investment manager, to purchase and sell portfolio assets, consistent with the fund's investment objectives, policies, and restrictions. Generally, the services that a subadviser provides to the fund are limited to asset management and related recordkeeping services.

The investment manager has entered into an advisory agreement with each subadviser under which the subadviser provides investment advisory assistance and day-to-day management of some or all of the fund's portfolio, as well as investment research and statistical information. A subadviser may also serve as a discretionary or non-discretionary investment adviser to management or advisory accounts that are unrelated in any manner to the investment manager or its affiliates.

The following table shows the advisory fee schedules for fees paid by the investment manager to subadvisers for funds that have subadvisers.

TABLE 4. SUBADVISERS AND SUBADVISORY AGREEMENT FEE SCHEDULES

                                                                                    PARENT
FUND                                                   SUBADVISER                  COMPANY               FEE SCHEDULE
----                                   ------------------------------------------  -------  -------------------------------------
AllianceBernstein International Value  AllianceBernstein L.P.(a)                     N/A    0.40% on the first $50 million,
                                       (AllianceBernstein)                                  reducing to 0.25% as assets increase
                                       (effective May 10, 2010)

American Century Diversified Bond      American Century Investment Management,        A     0.16% on all asset levels
                                       Inc. (American Century)
                                       (effective May 10, 2010)

American Century Growth                American Century                               A     0.29% on all asset levels
                                       (effective May 10, 2010)

Eaton Vance Floating-Rate Income       Eaton Vance Management (Eaton Vance)           B     0.30% on all asset levels
                                       (effective May 10, 2010)

International                          Columbia Wanger Asset Management L.P.(b)       C     0.70% on the first $150 million,
                                       (ColumbiaWAM) (effective May 10, 2010)               reducing to 0.60% as assets increase

Invesco International Growth           Invesco Advisers, Inc. (Invesco)              N/A    0.35% on the first $250 million,
                                       (effective May 10, 2010)                             reducing to 0.25% as assets increase

J.P. Morgan Core Bond                  J.P. Morgan Investment Management Inc.         D     0.15% on all asset levels
                                       (JPMIM) (effective May 10, 2010)

Jennison Mid Cap Growth                Jennison Associates LLC (Jennison)             E     0.40% on assets up to $160 million,
                                       (effective May 10, 2010)                             decreasing to 0.30% thereafter; if
                                                                                            assets are less than $250 million,
                                                                                            then 0.55% on all asset levels


Marsico Growth                         Marsico Capital Management, LLC (Marsico)      F     0.45% on all asset levels.
                                       (effective May 10, 2010)

MFS Value                              Massachusetts Financial Services Company      N/A    0.35% on the first $100 million,
                                       (MFS) (effective May 10, 2010)                       reducing to 0.275% as assets increase

Mondrian International Small Cap       Mondrian Investment Partners Limited          N/A    0.65% on all asset levels
                                       (Mondrian) (effective May 10, 2010)

Morgan Stanley Global Real Estate      Morgan Stanley Investment Management, Inc.     G     0.50% on assets up to $200 million,
                                       (MSIM) (effective May 10, 2010)                      reducing to 0.40% thereafter

NFJ Dividend Value                     NFJ Investment Group LLC (NFJ)                 H     0.27% on all asset levels
                                       (effective May 10, 2010)

Statement of Additional Information - April 14, 2010 Page 42

                                                                                    PARENT
FUND                                                   SUBADVISER                  COMPANY               FEE SCHEDULE
----                                   ------------------------------------------  -------  -------------------------------------
Partners Small Cap Growth              TCW Investment Management Company (TCW)       N/A    0.50% on assets up to $100 million,
                                       (effective May 10, 2010)                             reducing to 0.40% thereafter

                                       The London Company (TLC)                      N/A    0.45% on all asset levels
                                       (effective May 10, 2010)

                                       Wells Capital Management Incorporated          I     0.48% on all asset levels
                                       (Wells) (effective May 10, 2010)

PIMCO Mortgage-Backed Securities       Pacific Investment Management Company LLC      J     0.20% on all asset levels
                                       (PIMCO) (effective May 10, 2010)

Pyramis International Equity           Pyramis Global Advisors, LLC (Pyramis)         K     0.36% on the first $350 million,
                                       (effective May 10, 2010)                             reducing to 0.32% as assets increase

U.S. Equity                            Columbia WAM(b)                                C     0.60% on the first $160 million,
                                       (effective May 10, 2010)                             reducing to 0.50% as assets increase

UBS Large Cap Growth                   UBS Global Asset Management (Americas)         L     0.40% on the first $50 million,
                                       Inc. (UBS Global AM)                                 reducing to 0.25% as assets increase
                                       (effective May 10, 2010)

Wells Fargo Short Duration Government  Wells Capital Management Incorporated          I     0.15% on assets up to $1 billion,
                                       (Wells) (effective May 10, 2010)                     reducing to 0.12% thereafter

(a) The fee is calculated based on the combined net assets subject to the subadviser's investment management.

(b) On September 29, 2009, Bank of America Corporation ("BAC") entered into an agreement to sell a portion of the asset management business of Columbia Management Group, LLC, including Columbia WAM, to Ameriprise Financial, Inc., the parent company of RiverSource Investments (the "Transaction"). The Transaction is subject to certain approvals and other conditions to closing, and is currently expected to close in the spring of 2010.

The Transaction is not expected to result in any change in the Columbia WAM personnel who manage the Funds or in the manner in which the Fund is managed. In addition, RiverSource Investments would remain the investment manager of the Fund and, as such, would continue to be the entity that oversees the overall management of the Fund. Nonetheless, the Transaction is expected to result in a change of control of Columbia WAM under the federal securities laws and thus would cause the automatic termination of the current investment sub-advisory agreement with Columbia WAM. In connection with the Transaction, the Board determined to recommend that shareholders approve a new investment sub-advisory agreement in order to assure that Columbia WAM may continue to provide subadvisory services to the Fund following the Transaction. The services provided by Columbia WAM under the new investment subadvisory agreement and the fee levels payable to Columbia WAM for subadvisory services would remain unchanged from the services provided and fee levels payable under the current investment subadvisory agreement.

A - American Century Investment Management, Inc. is a direct, wholly-owned subsidiary of American Century Companies, Inc.

B - Eaton Vance Management is a wholly-owned subsidiary of Eaton Vance Corp.

C - Columbia WAM is an indirect wholly-owned subsidiary of Columbia Management Group, Inc., which in turn is a wholly-owned subsidiary of Bank of America Corporation.

D - J.P. Morgan Investment Management Inc. is a wholly-owned subsidiary of JPMorgan Chase & Co.

E - Jennison Associates LLC's sole member is Prudential Investments Management, Inc. which is a direct, wholly-owned subsidiary of Prudential Asset Management Holding Company LLC, which is a direct, wholly-owned subsidiary of Prudential Financial, Inc.

F - Marsico Capital Management, LLC (Marsico) is an independent, employee-owned, registered investment adviser. Marsico is an indirect subsidiary of Marsico Management Equity, LLC, a Delaware Limited Liability Company.

G - Morgan Stanley Investment Management, Inc. is a subsidiary of Morgan Stanley & Co.

H - NFJ Investment Group LLC is a direct subsidiary of Allianz Global Investors Management Partners LLC ("AGI Management Partners"), which is a subsidiary of Allianz Global Investors, the asset management arm of Allianz SE.

I - Wells Capital Management Incorporated is a wholly-owned subsidiary of Wells Fargo Bank, N.A.

J - Pacific Investment Management Company LLC (PIMCO) is a majority-owned subsidiary of Allianz SE. PIMCO operates as a separate and autonomous subsidiary of Allianz.

K - Pyramis Global Advisers, LLC is an indirect, wholly-owned subsidiary of FMR LLC (Fidelity Investments).

L - UBS Global Asset Management (Americas) Inc. is a wholly-owned subsidiary of UBS Americas Inc., which is a wholly-owned subsidiary of UBS AG.

Statement of Additional Information - April 14, 2010 Page 43

PORTFOLIO MANAGERS. For all funds other than money market funds, the following table provides information about the funds' portfolio managers as of Dec. 31, 2009.

TABLE 5. PORTFOLIO MANAGERS

                                                OTHER ACCOUNTS MANAGED
                                       ---------------------------------------
                                                                 APPROXIMATE
                                                                  TOTAL NET        NUMBER OF               POTENTIAL
                                                                    ASSETS        ACCOUNTS AND   OWNERSHIP CONFLICTS
                                          NUMBER AND TYPE OF    (excluding the     AGGREGATE      OF FUND     OF     STRUCTURE OF
       FUND         PORTFOLIO MANAGER         ACCOUNT(A)            fund)          ASSETS(B)     SHARES(C)  INTEREST COMPENSATION
----------------- -------------------- ----------------------- --------------- ----------------- --------- --------- ------------
AllianceBernstein ALLIANCEBERNSTEIN:
International     Sharon E. Fay        204 RICs                $40.28 billion  3 RICs ($6.9 B);
Value                                  289 PIVs                $20.83 billion  2 PIVs ($909 M);
                                       33,961 other accounts   $96.30 billion  83 other accounts    None       (1)        (A)
                                                                               ($9.32 B)
                  Kevin F. Simms
                  Henry S. D'Auria
                  Eric J. Franco       68 RICs                 $16.88 billion  1 RIC ($2.09 B);
                                       39 PIVs                 $6.31 billion   1 PIV ($0.32 M);
                                       146 other accounts      $16.69 billion  6 other accounts
                                                                               ($809 M)

American Century  AMERICAN CENTURY:
Diversified Bond  Robert V. Gahagan    17 RICs                 $13.8 billion   None
                                       2 PIVs                  $149.4 million
                                       2 other accounts        $856.7 million                       None       (2)        (B)
                  Alejandro H. Aguilar 9 RICs                  $8.2 billion    None
                                       1 PIV                   $34.2 million
                                       2 other accounts        $856.7 million
                  Jeffrey L. Houston   6 RICs                  $4.3 billion    None
                                       1 PIV                   $34.2 million
                                       2 other accounts        $856.7 million
                  Brian Howell         16 RICs                 $12.2 billion   None
                                       2 PIVs                  $149.4 million
                                       2 other accounts        $856.7 million
                  G. David MacEwen     8 RICs                  $5.0 billion    None
                                       1 PIVs                  $34.2 million
                                       2 other accounts        $856.7 million
American Century  AMERICAN CENTURY:
Growth            Gregory J. Woodhams  7 RICs                  $6.3 billion    None
                                       1 PIV                   $40.7 million
                                       5 other accounts        $866.6 million                       None       (2)        (B)
                  E.A. Prescott LeGard 6 RICs                  $6.3 billion    None
                                       1 PIV                   $40.7 million
                                       4 other accounts        $865.7 million
Eaton Vance       EATON VANCE:
Floating-Rate     Scott H. Page        9 RICs                  $10.33 billion  None
Income                                 7 PIVs                  $6.13 billion
                                       3 other accounts        $1.30 billion                        None       (3)        (C)
                  Craig P. Russ        4 RICs                  $1.23 billion   None
                                       1 PIV                   $3.20 billion
                                       1 other account         $301.40 million
                  Andrew Sveen         2 RICs                  $1.31 billion   None
                                       1 PIV                   $203.50 million

Statement of Additional Information - April 14, 2010 Page 44

                                                OTHER ACCOUNTS MANAGED
                                       ---------------------------------------
                                                                 APPROXIMATE
                                                                  TOTAL NET        NUMBER OF               POTENTIAL
                                                                    ASSETS        ACCOUNTS AND   OWNERSHIP CONFLICTS
                                          NUMBER AND TYPE OF    (excluding the     AGGREGATE      OF FUND     OF     STRUCTURE OF
       FUND         PORTFOLIO MANAGER         ACCOUNT(A)            fund)          ASSETS(B)     SHARES(C)  INTEREST COMPENSATION
----------------- -------------------- ----------------------- --------------- ----------------- --------- --------- ------------
Invesco           INVESCO:
International     Clas G. Olsson       11 RICs                 $8.19 billion
Growth                                 10 PIVs                 $3.31 billion
                                       4,046 other accounts(d) $1.44 billion   None                 None       (4)         (D)
                  Barrett Sides        11 RICs                 $7.74 billion
                                       4 PIVs                  $405.9 million
                                       4,046 other accounts(d) $1.44 billion
                  Shuxin Cao           13 RICs                 $9.9 billion
                                       1 PIV                   $203.3 million
                                       4,046 other accounts(d) $1.44 billion
                  Matthew Dennis       10 RICs                 $8.02 billion
                                       5 PIVs                  $358.3 million
                                       4,045 other accounts(d) $1.31 billion
                  Jason Holzer         13 RICs                 $9.23 billion
                                       9 PIVs                  $3.3 billion
                                       4,046 other accounts(d) $1.44 billion
International     COLUMBIA WAM:
                  P. Zachary Egan(e)   2 RICs                  $4.30 billion   None                 None       (5)        (E)
                  Louis Mendes III(e)  3 RICs                  $5.60 billion

J.P. Morgan Core  JPMIM:
Bond              Douglas S. Swanson   9 RICs                  $19.47 billion  2 other accounts
                                                                               ($845 M)
                                       7 PIVs                  $6.24 billion
                                       55 other accounts       $9.65 billion                        None       (6)        (F)
                  Christopher Nauseda  5 RICs                  $15.94 billion  None
                                       36 other accounts       $2.42 billion
Jennison Mid Cap  JENNISON:
Growth            John Mullman         4 RICs                  $3.74 million   1 PIV ($0.005 M)     None       (7)        (G)
                                       6 PIVs                  $0.79 million
                                       10 other accounts(f)    $0.92 million

Limited Duration  Tom Murphy           7 RICs                  $11.14 billion  3 RICs
Bond                                   2 PIVs                  $729.67 million ($821.26 M)
                                       17 other accounts       $12.58 billion                       None       (8)        (H)
                  Tim Doubek           1 RIC                   $451.67 million None
                                       5 other accounts        $29.44 million

Marsico Growth    MARSICO:
                  Thomas F. Marsico    31 RICs                 $20.48 billion  None
                                       17 PIVs                 $2.47 billion
                                       133 other accounts(g)   $14.83 billion                       None       (9)        (I)
                  A. Douglas Rao       1 RIC                   $37.0 million   None

MFS Value         MFS:
                  Nevin P. Chitkara    19 RICs                 $32.83 billion
                                       6 PIVs                  $2.25 billion
                                       33 other accounts       $8.27 billion   None                 None      (10)        (J)
                  Steven R. Gorham

Mondrian          MONDRIAN:
International     Ormala Krishnan      1 RIC                   $388.0 million  None                 None      (11)        (K)
Small Cap                              1 PIV                   $727.0 million
                                       11 other accounts       $1.13 billion

Statement of Additional Information - April 14, 2010 Page 45

                                                OTHER ACCOUNTS MANAGED
                                       ---------------------------------------
                                                                 APPROXIMATE
                                                                  TOTAL NET        NUMBER OF               POTENTIAL
                                                                    ASSETS        ACCOUNTS AND   OWNERSHIP CONFLICTS
                                          NUMBER AND TYPE OF    (excluding the     AGGREGATE      OF FUND     OF     STRUCTURE OF
       FUND         PORTFOLIO MANAGER         ACCOUNT(A)            fund)          ASSETS(B)     SHARES(C)  INTEREST COMPENSATION
----------------- -------------------- ----------------------- --------------- ----------------- --------- --------- ------------
Morgan Stanley    MSIM:
Global Real
Estate            Theodore R. Bigman   12 RICs                 $4.09 billion   13 other accounts
                                                                               ($650.8 M)
                                       12 PIVs                 $2.27 billion
                                       454 other accounts      $7.89 billion                        None      (12)        (L)
                  Michiel te Paske     4 RICs                  $1.61 billion   7 other accounts
                                                                               ($176.2 M)
                                       9 PIVs                  $1.10 billion
                                       50 other accounts       $5.95 billion
                  Sven van Kemenade    4 RICs                  $1.61 billion   7 other accounts
                                                                               ($176.2 M)
                                       9 PIVs                  $1.10 billion
                                       50 other accounts       $5.95 billion
                  Angeline Ho          4 RICs                  $1.61 billion   6 other accounts
                                                                               ($138.7 M)
                                       8 PIVs                  $1.67 billion
                                       47 other accounts       $5.79 billion

NFJ Dividend      NFJ:
Value             Benno J. Fischer(h)  17 RICs                 $10.79 billion
                                       3 PIVs                  $95.0 million
                                       56 other accounts       $9.95 billion   None                 None      (13)        (M)

                  Paul Magnuson(h)     19 RICs                 $19.03 billion
                                       3 PIVs                  $95.0 million
                                       52 other accounts       $9.75 billion
                  R. Burns
                  McKinney(h)          17 RICs                 $12.08 billion
                                       3 PIVs                  $95.0 million
                                       47 other accounts       $8.93 billion

                  Thomas W. Oliver(h)  17 RICs                 $10.7 billion
                                       1 PIV                   $7.0 million
                                       46 other accounts       $9.18 billion

Partners Small    TCW:
Cap Growth        Husam Nazar          2 RICs                  $377.6 million  1 PIV ($12.1 M);
                                                                               1 other
                                       2 PIVs                  $93.2 million   account
                                                                               ($407.9 M)
                                       12 other accounts       $903.4 million                       None      (14)        (N)
                  R. Brendt Stallings  4 RICs                  $208.6 million  2 PIVs ($41.7 M);
                                                                               1 other
                                       7 PIVs                  $89.0 million   account
                                                                               ($407.9 M)
                                       14 other accounts       $1.23 billion
                  TLC:
                  Stephan M. Goddard   2 RICs                  $74.0 million   None                 None      (15)        (O)
                                       113 other accounts      $515.0 million
                  Jonathan T. Moody    1 RIC                   $12.0 million   None
                                       746 other accounts      $351.0 million
                  J. Wade Stinnette,   336 other accounts      $116.0 million  None
                  Jr. Wells:
                  Joseph M. Eberhardy  11 RICs                 $681.0 million
                                       4 PIVs                  $1.9 billion
                                       15 other accounts       $2.58 billion   None                 None      (16)        (P)
                  Thomas C. Ognar
                  Bruce C. Olson

PIMCO             PIMCO:
Mortgage-Backed   Scott Simon          5 RICs                  $13.85 billion  11 other accounts    None      (17)        (Q)
Securities                             4 PIVs                  $837.19 million ($3.3 B)
                                       30 other accounts       $19.50 billion
Pyramis           PYRAMIS:
International     Cesar Hernandez      1 RIC                   $1.11 billion   None                 None      (18)        (R)
Equity                                 10 PIVs                 $4.76 billion
                                       78 other accounts       $24.74 billion

Statement of Additional Information - April 14, 2010 Page 46

                                                OTHER ACCOUNTS MANAGED
                                       ---------------------------------------
                                                                 APPROXIMATE
                                                                  TOTAL NET        NUMBER OF               POTENTIAL
                                                                    ASSETS        ACCOUNTS AND   OWNERSHIP CONFLICTS
                                          NUMBER AND TYPE OF    (excluding the     AGGREGATE      OF FUND     OF     STRUCTURE OF
          FUND      PORTFOLIO MANAGER         ACCOUNT(A)            fund)          ASSETS(B)     SHARES(C)  INTEREST COMPENSATION
----------------- -------------------- ----------------------- --------------- ----------------- --------- --------- ------------
Strategic Income  Colin Lundgren       17 RICs                 $1.55 billion   None                 None      (8)        (H)
                                       16 other accounts       $270.34 million
                  Gene Tanuuzzo        1 RIC                   $283.41 million None
                                       2 other accounts        $0.04 million
U.S. Equity
                  COLUMBIA WAM:
                  Robert A. Mohn(i)    1 RIC                   $59.75 million  None                 None       (5)        (E)
                                       1 PIV                   $57.75 million
                                       4 other accounts        $589.12 million

UBS Large Cap     UBS GLOBAL AM:
Growth            Lawrence G. Kemp     4 RICs                  $1.67 billion   None
                                       5 PIVs                  $2.35 billion
                                       11 other accounts       $3.04 billion                        None      (19)        (S)
Wells Fargo Short WELLS:
Duration          Thomas O'Connor      12 RICs                 $ 8.8 billion
Government                             2 PIVs                  $1.4 billion
                                       37 other accounts       $12.4 billion   2 other accounts     None      (16)        (P)
                                                                               ($2.7 B)
                  Troy Ludgood         11 RICs                 $ 7.8 billion
                                       2 PIVs                  $ 1.4 billion
                                       35 other accounts       $11.9 billion

(a) RIC refers to a Registered Investment Company (each series or portfolio of a RIC is treated as a separate RIC); PIV refers to a Pooled Investment Vehicle.

(b) Number of accounts for which the advisory fee paid is based in part or wholly on performance and the aggregate net assets in those accounts.

(d) These are accounts of individual investors for which Invesco provides investment advice. Invesco offers separately managed accounts that are managed according to the investment models developed by its portfolio managers and used in connection with the management of certain Invesco Funds. These accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.

(e) Portfolio manager reporting provided as of Oct. 31, 2009.

(f) Other accounts exclude the assets and number of accounts in wrap fee programs that are managed using model portfolios.

(g) Reflects each wrap program strategy as a single client, rather than counting each participant in the program as a separate client.

(h) Portfolio manager reporting provided as of March 31, 2010.

(i) Portfolio manager reporting provided as of Dec. 31, 2008.

POTENTIAL CONFLICTS OF INTEREST

(1) ALLIANCEBERNSTEIN: As an investment adviser and fiduciary, AllianceBernstein owes its clients and shareholders an undivided duty of loyalty. We recognize that conflicts of interest are inherent in our business and accordingly have developed policies and procedures (including oversight monitoring) reasonably designed to detect, manage and mitigate the effects of actual or potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including AllianceBernstein Mutual Funds, and allocating investment opportunities. Investment professionals, including portfolio managers and research analysts, are subject to the above-mentioned policies and oversight monitoring to ensure that all clients are treated equitably. We place the interests of our clients first and expect all of our employees to meet their fiduciary duties.

Employee Personal Trading

AllianceBernstein has adopted a Code of Business Conduct and Ethics that is designed to detect and prevent conflicts of interest when investment professionals and other personnel of AllianceBernstein own, buy or sell securities which may be owned by, or bought or sold for, clients. Personal securities transactions by an employee may raise a potential conflict of interest when an employee owns or trades in a security that is owned or considered for purchase or sale by a client, or recommended for purchase or sale by an employee to a client. Subject to the reporting requirements and other limitations of its Code of Business Conduct and Ethics, AllianceBernstein permits its employees to engage in personal securities transactions, and also allows them to acquire investments in the AllianceBernstein Mutual Funds through direct purchase, 401K/profit sharing plan investment and/or notionally in connection with deferred incentive compensation awards. AllianceBernstein's Code of Ethics and Business Conduct requires disclosure of all personal accounts and maintenance of brokerage accounts with designated broker-dealers approved by AllianceBernstein. The Code also requires preclearance of all

Statement of Additional Information - April 14, 2010 Page 47

securities transactions and imposes a 90 day holding period for securities purchased by employees to discourage short-term trading.

Managing Multiple Accounts for Multiple Clients

AllianceBernstein has compliance policies and oversight monitoring in place to address conflicts of interest relating to the management of multiple accounts for multiple clients. Conflicts of interest may arise when an investment professional has responsibilities for the investments of more than one account because the investment professional may be unable to devote equal time and attention to each account. The investment professional or investment professional teams for each client may have responsibilities for managing all or a portion of the investments of multiple accounts with a common investment strategy, including other registered investment companies, unregistered investment vehicles, such as hedge funds, pension plans, separate accounts, collective trusts and charitable foundations. Among other things, AllianceBernstein's policies and procedures provide for the prompt dissemination to investment professionals of initial or changed investment recommendations by analysts so that investment professionals are better able to develop investment strategies for all accounts they manage. In addition, investment decisions by investment professionals are reviewed for the purpose of maintaining uniformity among similar accounts and ensuring that accounts are treated equitably. No investment professional that manages client accounts carrying performance fees is compensated directly or specifically for the performance of those accounts. Investment professional compensation reflects a broad contribution in multiple dimensions to long-term investment success for our clients and is not tied specifically to the performance of any particular client's account, nor is it directly tied to the level or change in the level of assets under management.

Allocating Investment Opportunities

AllianceBernstein has policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities. These policies and procedures are designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The investment professionals at AllianceBernstein routinely are required to select and allocate investment opportunities among accounts. Portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar accounts, which minimizes the potential for conflicts of interest relating to the allocation of investment opportunities. Nevertheless, investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

AllianceBernstein's procedures are also designed to prevent potential conflicts of interest that may arise when AllianceBernstein has a particular financial incentive, such as a performance-based management fee, relating to an account. An investment professional may perceive that he or she has an incentive to devote more time to developing and analyzing investment strategies and opportunities or allocating securities preferentially to accounts for which AllianceBernstein could share in investment gains.

To address these conflicts of interest, AllianceBernstein's policies and procedures require, among other things, the prompt dissemination to investment professionals of any initial or changed investment recommendations by analysts; the aggregation of orders to facilitate best execution for all accounts; price averaging for all aggregated orders; objective allocation for limited investment opportunities (e.g., on a rotational basis) to ensure fair and equitable allocation among accounts; and limitations on short sales of securities. These procedures also require documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account.

(2) AMERICAN CENTURY: Certain conflicts of interest may arise in connection with the management of multiple portfolios. Potential conflicts include, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. American Century has adopted policies and procedures that are designed to minimize the effects of these conflicts.

Responsibility for managing American Century client portfolios is organized according to investment discipline. Investment disciplines include, for example, core equity, small- and mid-cap growth, large-cap growth, value, international, fixed income, asset allocation, and sector funds. Within each discipline are one or more portfolio teams responsible for managing specific client portfolios. Generally, client portfolios with similar strategies are managed by the same team using the same objective, approach, and philosophy. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which minimizes the potential for conflicts of interest.

For each investment strategy, one portfolio is generally designated as the "policy portfolio." Other portfolios with similar investment objectives, guidelines and restrictions are referred to as "tracking portfolios." When managing policy and tracking portfolios, a portfolio team typically purchases and sells securities across all portfolios that the team manages. American

Statement of Additional Information - April 14, 2010 Page 48

Century's trading systems include various order entry programs that assist in the management of multiple portfolios, such as the ability to purchase or sell the same relative amount of one security across several funds. In some cases a tracking portfolio may have additional restrictions or limitations that cause it to be managed separately from the policy portfolio. Portfolio managers make purchase and sale decisions for such portfolios alongside the policy portfolio to the extent the overlap is appropriate, and separately, if the overlap is not. American Century may aggregate orders to purchase or sell the same security for multiple funds when it believes such aggregation is consistent with its duty to seek best execution on behalf of its clients. Orders of certain client portfolios may, by investment restriction or otherwise, be determined not available for aggregation. American Century has adopted policies and procedures to minimize the risk that a client portfolio could be systematically advantaged or disadvantaged in connection with the aggregation of orders. To the extent equity trades are aggregated, shares purchased or sold are generally allocated to the participating portfolios pro rata based on order size. Because initial public offerings (IPOs) are usually available in limited supply and in amounts too small to permit across-the-board pro rata allocations, American Century has adopted special procedures designed to promote a fair and equitable allocation of IPO securities among clients over time. Fixed income securities transactions are not executed through a centralized trading desk. Instead, fund teams are responsible for executing trades with broker/dealers in a predominantly dealer marketplace. Trade allocation decisions are made by the portfolio manager at the time of trade execution and orders entered on the fixed income order management system.

Finally, investment of American Century's corporate assets in proprietary accounts may raise additional conflicts of interest. To mitigate these potential conflicts of interest, American Century has adopted policies and procedures intended to provide that trading in proprietary accounts is performed in a manner that does not give improper advantage to American Century to the detriment of client portfolios.

(3) EATON VANCE: It is possible that conflicts of interest may arise in connection with a portfolio manager's management of the fund's investments on the one hand and the investments of other accounts for which the portfolio manager is responsible for on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the fund and other accounts he advises. In addition, due to differences in the investment strategies or restrictions between the fund and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the fund. In some cases, another account managed by a portfolio manager may compensate the investment adviser based on the performance of the securities held by that account. The existence of such a performance based fee may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities. Whenever conflicts of interest arise, the portfolio managers will endeavor to exercise their discretion in a manner that they believes is equitable to all interested persons. Eaton Vance has adopted several policies and procedures designed to address these potential conflicts including a code of ethics and policies which govern Eaton Vance's trading practices, including among other things the aggregation and allocation of trades among clients, brokerage allocation, cross trades and best execution.

(4) INVESCO: Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and/or other accounts may be presented with one or more of the following potential conflicts:

- The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. Invesco seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds.

- If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, Invesco and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts.

- Invesco determines which broker to use to execute each order for securities transactions for the Funds, consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts as subadviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), Invesco may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a Fund

Statement of Additional Information - April 14, 2010 Page 49

in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved.

- Finally, the appearance of a conflict of interest may arise where Invesco has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts for which a portfolio manager has day-to-day management responsibilities.

Invesco and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

(5) COLUMBIA WAM: Like other investment professionals with multiple clients, a Fund's portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The Advisor (Columbia Wanger Asset Management) and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized below.

The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (performance fee accounts), if any, may raise potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee accounts.

Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the Advisor's Code of Ethics and certain limited exceptions, the Advisor's investment professionals do not have the opportunity to invest in client accounts, other than the Funds.

A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. The effects of this potential conflict may be more pronounced where funds and/or accounts managed by a particular portfolio manager have different investment strategies.

A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Funds. A portfolio manager's decision as to the selection of broker/dealers could produce disproportionate costs and benefits among the Funds and the other accounts the portfolio manager manages.

A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, the Advisor's trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold.

"Cross trades," in which a portfolio manager sells a particular security held by a Fund to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. The Advisor and the Funds have adopted compliance procedures that provide that any transactions between the Fund and another account managed by the Advisor are to be made at an independent current market price, consistent with applicable laws and regulation.

Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts managed by its portfolio manager(s). Depending on another account's objectives and other factors, a portfolio manager may give advice to and make decisions for a Fund that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager's investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for a Fund, even though it could have been bought or sold for the Fund at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio manager's purchases or sales of portfolio

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securities for one or more accounts may have an adverse effect on other accounts, including the Funds.

A Fund's portfolio manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the Fund and other accounts. Many of the potential conflicts of interest to which the Advisor's portfolio managers are subject are essentially the same as or similar to the potential conflicts of interest related to the investment management activities of the Advisor and its affiliates.

(6) JPMIM: The potential for conflicts of interest exists when portfolio managers manage other accounts with similar investment objectives and strategies as the Fund ("Similar Accounts"). Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities.

Responsibility for managing J.P. Morgan Investment Management Inc. (JP Morgan)'s and its affiliates clients' portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same objectives, approach and philosophy. Underlying sectors or strategy allocations within a larger portfolio are likewise managed by portfolio managers who use the same approach and philosophy as similarly managed portfolios. Therefore, portfolio holdings, relative position sizes and industry and sector exposures tend to be similar across similar portfolios and strategies, which minimize the potential for conflicts of interest.

JP Morgan and/or its affiliates may receive more compensation with respect to certain Similar Accounts than that received with respect to the Fund or may receive compensation based in part on the performance of certain Similar Accounts. This may create a potential conflict of interest for JP Morgan and its affiliates or its portfolio managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions. In addition, JP Morgan or its affiliates could be viewed as having a conflict of interest to the extent that JP Morgan or an affiliate has a proprietary investment in Similar Accounts, the portfolio managers have personal investments in Similar Accounts or the Similar Accounts are investment options in JP Morgan's or its affiliate's employee benefit plans. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of investment opportunities because of market factors or investment restrictions imposed upon JP Morgan and its affiliates by law, regulation, contract or internal policies. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as JP Morgan or its affiliates may have an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. JP Morgan and its affiliates may be perceived as causing accounts they manages to participate in an offering to increase JP Morgan's or its affiliates' overall allocation of securities in that offering.

A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If JP Morgan or its affiliates manage accounts that engage in short sales of securities of the type in which the Fund invests, JP Morgan or its affiliates could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.

As an internal policy matter, JP Morgan may from time to time maintain certain overall investment limitations on the securities positions or positions in other financial instruments JP Morgan or its affiliates will take on behalf of its various clients due to, among other things, liquidity concerns and regulatory restrictions. Such policies may preclude a Fund from purchasing particular securities or financial instruments, even if such securities or financial instruments would otherwise meet the Fund's objectives.

The goal of JP Morgan and its affiliates is to meet their fiduciary obligation with respect to all clients. JP Morgan and its affiliates have policies and procedures that seek to manage conflicts. JP Morgan and its affiliates monitor a variety of areas, including compliance with fund guidelines, review of allocation decisions and compliance with JP Morgan's Codes of Ethics and JPMC's Code of Conduct. With respect to the allocation of investment opportunities, JP Morgan and its affiliates also have certain policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. For example:

Orders for the same equity security are aggregated on a continual basis throughout each trading day consistent with JP

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Morgan's duty of best execution for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an average price basis. Partially completed orders generally will be allocated among the participating accounts on a pro-rata average price basis, subject to certain limited exceptions. For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the order. Another exception may occur when thin markets or price volatility require that an aggregated order be completed in multiple executions over several days. If partial completion of the order would result in an uneconomic allocation to an account due to fixed transaction or custody costs, JP Morgan or its affiliates may exclude small orders until 50% of the total order is completed. Then the small orders will be executed. Following this procedure, small orders will lag in the early execution of the order, but will be completed before completion of the total order.

Purchases of money market instruments and fixed income securities cannot always be allocated pro rata across the accounts with the same investment strategy and objective. However, JP Morgan and its affiliates attempt to mitigate any potential unfairness by basing non-pro rata allocations traded through a single trading desk or system upon objective predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and liquidity in the good faith judgment of JP Morgan or its affiliates so that fair and equitable allocation will occur over time.

(7) JENNISON: In managing other portfolios (including affiliated accounts), certain potential conflicts of interest may arise. Potential conflicts include, for example, conflicts among investment strategies, conflicts in the allocation of investment opportunities, or conflicts due to different fees. As part of its compliance program, Jennison has adopted policies and procedures that seek to address and minimize the effects of these conflicts.

Jennison's portfolio managers typically manage multiple accounts. These accounts may include, among others, mutual funds, separately managed advisory accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations), commingled trust accounts, other types of unregistered commingled accounts (including hedge funds), affiliated single client and commingled insurance separate accounts, model nondiscretionary portfolios, and model portfolios used for wrap fee programs. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may recommend the purchase (or sale) of certain securities for one portfolio and not another portfolio. Securities purchased in one portfolio may perform better than the securities purchased for another portfolio. Similarly, securities sold from one portfolio may result in better performance if the value of that security declines. Generally, however, portfolios in a particular product strategy (e.g., large cap growth equity) with similar objectives are managed similarly. Accordingly, portfolio holdings and industry and sector exposure tend to be similar across a group of accounts in a strategy that have similar objectives, which tends to minimize the potential for conflicts of interest. While these accounts have many similarities, the investment performance of each account will be different primarily due to differences in guidelines, timing of investments, fees, expenses and cash flows.

Furthermore, certain accounts (including affiliated accounts) in certain investment strategies may buy or sell securities while accounts in other strategies may take the same or differing, including potentially opposite, position. For example, certain strategies may short securities that may be held long in other strategies. The strategies that sell a security short held long by another strategy could lower the price for the security held long. Similarly, if a strategy is purchasing a security that is held short in other strategies, the strategies purchasing the security could increase the price of the security held short. Jennison has policies and procedures that seek to mitigate, monitor and manage this conflict.

In addition, Jennison has adopted trade aggregation and allocation procedures that seek to treat all clients (including affiliated accounts) fairly and equitably. These policies and procedures address the allocation of limited investment opportunities, such as IPOs and the allocation of transactions across multiple accounts. Some accounts have higher fees, including performance fees, than others. Fees charged to clients differ depending upon a number of factors including, but not limited to, the particular strategy, the size of the portfolio being managed, the relationship with the client, the service requirements and the asset class involved. Fees may also differ based on the account type (e.g., commingled accounts, trust accounts, insurance company separate accounts or corporate, bank or trust-owned life insurance products). Some accounts, such as hedge funds and alternative strategies, have higher fees, including performance fees, than others. Based on these factors, a client may pay higher fees than another client in the same strategy. Also, clients with larger assets under management generate more revenue for Jennison than smaller accounts. These differences may give rise to a potential conflict that a portfolio manager may favor the higher fee-paying account over the other or allocate more time to the management of one account over another.

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Furthermore, if a greater proportion of a portfolio manager's compensation could be derived from an account or group of accounts, which include hedge fund or alternative strategies, than other accounts under the portfolio manager's management, there could be an incentive for the portfolio manager to favor the accounts that could have a greater impact on the portfolio manager's compensation. While Jennison does not monitor the specific amount of time that a portfolio manager spends on a single portfolio, senior Jennison personnel periodically review the performance of Jennison's portfolio managers as well as periodically assess whether the portfolio manager has adequate resources to effectively manage the accounts assigned to that portfolio manager.

(8) RIVERSOURCE: RiverSource Investments portfolio managers may manage one or more mutual funds as well as other types of accounts, including hedge funds, proprietary accounts, separate accounts for institutions and individuals, and other pooled investment vehicles. Portfolio managers make investment decisions for an account or portfolio based on its investment objectives and policies, and other relevant investment considerations. A portfolio manager may manage another account whose fees may be materially greater than the management fees paid by the Fund and may include a performance-based fee. Management of multiple funds and accounts may create potential conflicts of interest relating to the allocation of investment opportunities, competing investment decisions made for different accounts and the aggregation and allocation of trades. In addition, RiverSource Investments monitors a variety of areas (e.g., allocation of investment opportunities) and compliance with the firm's Code of Ethics, and places additional investment restrictions on portfolio managers who manage hedge funds and certain other accounts.

RiverSource Investments has a fiduciary responsibility to all of the clients for which it manages accounts. RiverSource Investments seeks to provide best execution of all securities transactions and to aggregate securities transactions and then allocate securities to client accounts in a fair and equitable basis over time. RiverSource Investments has developed policies and procedures, including brokerage and trade allocation policies and procedures, designed to mitigate and manage the potential conflicts of interest that may arise from the management of multiple types of accounts for multiple clients.

In addition to the accounts above, portfolio managers may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the fund. The investment manager's Code of Ethics is designed to address conflicts and, among other things, imposes restrictions on the ability of the portfolio managers and other "investment access persons" to invest in securities that may be recommended or traded in the fund and other client accounts.

(9) MARSICO: As a general matter, Marsico faces the same need to balance the interests of different clients that any investment adviser with multiple clients might experience. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio, or may take similar actions for different portfolios at different times. As a result, the mix of securities purchased in one portfolio may perform better than the mix of securities purchased for another portfolio. Similarly, the sale of securities from one portfolio may cause that portfolio to perform better than others if the value of those securities subsequently decline. The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Although Marsico does not track the time a portfolio manager spends on a single portfolio, it does assess whether a portfolio manager has adequate time and resources to effectively manage all of the accounts for which he is responsible. Marsico seeks to manage competing interests for the time and attention of portfolio managers.

The need to balance the interests of multiple clients may also arise when allocating and/or aggregating trades. Marsico often aggregates into a single trade order several individual contemporaneous client trade orders in a single security. Under Marsico's Portfolio Management and Trade Management Policy and Procedures, when trades are aggregated on behalf of more than one account, Marsico seeks to allocate such trades to participating client accounts in a fair and equitable manner. With respect to IPOs and other syndicated or limited offerings, it is Marsico policy to seek to ensure that over the long term, accounts with the same or similar investment objectives or strategies will receive an equitable opportunity to participate meaningfully and will not be unfairly disadvantaged. To deal with these situations, Marsico has adopted policies and procedures for allocating transactions across multiple accounts. Marsico's policies also seek to ensure that portfolio managers do not systematically allocate other types of trades in a manner that would be more beneficial to one account than another. Marsico's compliance department monitors transactions made on behalf of multiple clients to seek to ensure adherence to its policies.

Marsico has adopted and implemented policies and procedures that seek to minimize potential conflicts of interest that may

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arise as a result of a portfolio manager advising multiple accounts. In addition, Marsico monitors a variety of areas, including compliance with primary Fund guidelines, the allocation of securities, and compliance with its Code of Ethics.

(10) MFS: MFS seeks to identify potential conflicts of interest resulting from a portfolio manager's management of both the Fund and other accounts, and has adopted policies and procedures designed to address such potential conflicts.

The management of multiple funds and accounts (including proprietary accounts) gives rise to potential conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances there are securities which are suitable for the Fund's portfolio as well as for accounts of MFS or its subsidiaries with similar investment objectives. A Fund's trade allocation policies may give rise to conflicts of interest if the Fund's orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of the Fund's investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.

When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as the Fund is concerned. In most cases, however, MFS believes that the Fund's ability to participate in volume transactions will produce better executions for the Fund.

MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund, for instance, those that pay a higher advisory fee and/or have a performance adjustment. Duties.

(11) MONDRIAN: Mondrian does not foresee any material conflicts of interest that may arise in the management of the funds and any other accounts managed with similar investment guidelines. Mondrian acts solely as an investment manager and does not engage in any other business activities. The following is a list of some potential conflicts of interest that can arise in the course of normal investment management business activities. Mondrian maintains and operates various policies and procedures which are designed to prevent or manage any of the conflicts identified below so that the interests of its clients are always put ahead of Mondrian's own interests or those of its employees and directors:

ALLOCATION OF AGGREGATED TRADES

Mondrian may from time to time aggregate trades for a number of its clients.

Mondrian's policy requires that all allocations of aggregated trades must be fair between clients. Transactions involving commingled orders are allocated in a manner deemed equitable to each account. When a combined order is executed in a series of transactions, at different prices, each account participating in the order may be allocated an average price obtained from the broker/dealer. When a trade can be allocated in a cost efficient manner to our clients, it will be prorated across all participating accounts. Mondrian may randomly allocate purchases or sales among participating accounts when the amounts involved are too small to be evenly proportioned in a cost efficient manner. In performing random allocations, Mondrian will consider consistency of strategy implementation among participating accounts.

ALLOCATION OF INVESTMENT OPPORTUNITIES

Mondrian is an investment manager of multiple client portfolios. As such, it has to ensure that investment opportunities are allocated fairly between clients. There is a potential risk that Mondrian may favor one client over another client in making allocations of investment opportunities.

Mondrian makes security selection decisions at committee level. Those securities identified as investment opportunities are added to a list of approved securities; portfolios will hold only such approved securities.

All portfolios governed by the same or a similar mandate will be structured similarly (that is, will hold the same or comparable stocks), and will exhibit similar characteristics. Sale and purchase opportunities identified at regular investment meetings will be applied to portfolios across the board, subject to the requirements of individual client mandates.

See also "Side-by-side management of hedge funds" below.

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ALLOCATION OF IPO OPPORTUNITIES

Initial Public Offerings ("IPO's") present a potential conflict of interest when they are priced at a discount to the anticipated secondary market price and the issuer has restricted or scaled back its allocation due to market demand. In such instances, the IPO allocation could be divided among a small select group of clients with others not receiving the allocation they would otherwise be entitled to.

Mondrian clients with relevant mandates are given an equal opportunity, proportionate to the size of their portfolio, to participate in IPO trades. All IPO purchases are allocated on a strict pro-rata basis.

DEALING IN INVESTMENTS AS PRINCIPAL IN CONNECTIONS WITH THE PROVISION OF
SEED CAPITAL

A conflict of interest exists when a portfolio management firm manages its own money alongside client money.

Mondrian generally does not trade for its own account. However, Mondrian and its affiliates have provided the seed capital to certain investment vehicles that have been established by Mondrian group entities. Mondrian serves as the investment manager to these investment vehicles.

Mondrian operates dealing policies designed to ensure the fair and equal treatment of all clients e.g. the allocation of aggregated trades among clients. These policies ensure that any portfolios in which Mondrian has an investment interest do not receive favorable treatment relative to other client portfolios.

DIRECTORSHIPS AND EXTERNAL ARRANGEMENTS

Certain Mondrian staff may hold positions in external organizations. There is a potential risk that Mondrian personnel may place their own interests (resulting from outside employment / directorships) ahead of the interests of Mondrian clients.

Before accepting an executive or non-executive directorship or any other appointment in another company, employees, including executive directors, must obtain the prior approval of the Chief Executive Officer. The Chief Compliance Officer must also be informed of all such appointments and changes.

The CEO and CCO will only permit appointments that would not present a conflict of interest with the individual's responsibilities to Mondrian clients.

DUAL AGENCY

Dual Agency (also known as Cross Trading) concerns those transactions where Mondrian may act as agent for both the buyer and seller. In such circumstances there is a potential conflict of interest as it may be possible to favor one client over another when establishing the execution price and/or commission rate.

Although it rarely does so, Mondrian may act as agent for both buying and selling parties with respect to transactions in investments. If Mondrian proposes to act in such capacity, the Portfolio Manager will first obtain approval from the Chief Compliance Officer. The CCO has an obligation to ensure that both parties are treated fairly in any such trade.

EMPLOYEE PERSONAL ACCOUNT DEALING

There are a number of potential conflicts when staff of an investment firm engage in buying and selling securities for their personal account.

Mondrian has arrangements in place to ensure that none of its directors, officers or employees (or persons connected to them by way of a business or domestic relationship) effects any transaction on their own account which conflicts with client interests.

Mondrian's rules which govern personal account dealing and general ethical standards are set out in the Mondrian Investment Partners Code of Ethics.

GIFTS AND ENTERTAINMENT (RECEIVED)

In the normal course of business Mondrian employees may receive gifts and entertainment from third parties e.g. brokers and other service providers. This results in a potential conflict of interest when selecting third parties to provide services to Mondrian and its clients.

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Mondrian has a policy which requires that gifts and entertainment received are reported to the Chief Compliance Officer (any items in excess of
(pound)100 require pre-approval).

All gifts and entertainment are reviewed to ensure that they are not inappropriate and that staff have not been unduly influenced by them.

GIFTS AND ENTERTAINMENT (GIVEN)

In the normal course of business, Mondrian employees may provide gifts and entertainment to third parties. Excessively lavish gifts and entertainment would be inappropriate.

Mondrian has a policy which requires that any gifts and entertainment provided are reported to the Chief Compliance Officer (any items in excess of (pound)200 require pre-approval).

All gifts and entertainment are reviewed to ensure that they are not inappropriate and that staff have not attempted to obtain undue influence from them.

PERFORMANCE FEES

Where an investment firm has clients with a performance fee arrangement there is a risk that those clients could be favored over clients without performance fees.

Mondrian charges fees as a proportion of assets under management. In a very limited number of situations, in addition to this fee basis, certain accounts also include a performance fee basis.

The potential conflict of interest arising from these fee arrangements is addressed by Mondrian's procedures for the allocation of aggregated trades among clients. Investment opportunities are allocated totally independently of fee arrangements.

SIDE-BY-SIDE MANAGEMENT OF HEDGE FUNDS (MONDRIAN ALPHA FUNDS)

Where an investment manager has responsibility for managing long only portfolios alongside portfolios that can take short positions there is potential for a conflict of interest to arise between the two types of portfolio.

Mondrian acts as investment manager for two Fixed Income Alpha and one Equity Alpha fund. The Alpha Funds are permitted to take short positions and are also permitted to invest in some or all of the same securities that Mondrian manages for other clients.

Mondrian is satisfied that the investment styles of these different products significantly reduce the likelihood of a conflict of interest arising. However, Mondrian has a number of policies and procedures in place that are designed to ensure that any potential conflicts are correctly managed and monitored so that all clients are treated fairly.

SOFT DOLLAR ARRANGEMENTS

Where an investment manager has soft dollar arrangements in place with a broker/dealer there is a potential conflict of interest as trading volumes through that broker/dealer are usually important in ensuring that soft dollar targets are met.

As is typical in the investment management industry, Mondrian client funds are used to pay brokerage commissions for the execution of transactions in the client's portfolio. As part of that execution service, brokers generally provide proprietary research to their clients as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; furnishing of analyses and reports concerning issuers, securities or industries; and providing information on economic factors and trends.

Proprietary research may be used by Mondrian in connection with its investment decision-making process with respect to one or more accounts managed by it, and it may or may not be used, or used exclusively, with respect to the account generating the brokerage.

With the exception of the receipt of proprietary research, Mondrian has no other soft dollar or commission sharing arrangements in place with brokers.

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(12) MSIM: Because the portfolio managers may manage assets for other investment companies, pooled investment vehicles, and/or other accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, the Sub-Adviser may receive fees from certain accounts that are higher than the fee it receives from the Fund, or it may receive a performance-based fee on certain accounts. In those instances, the portfolio managers may have an incentive to favor the higher and/or performance-based fee accounts over the Fund. In addition, a conflict of interest could exist to the extent the Sub-Adviser has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in the Sub-Adviser's employee benefits and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If the Sub-Adviser manages accounts that engage in short sales of securities of the type in which the Fund invests, the Sub-Adviser could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. The Sub-Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.

(13) NFJ: NFJ Investment Group believes that competitive compensation is essential to retaining top industry talent. With that in mind, the firm continually reevaluates its compensation policies against industry benchmarks. Its goal is to offer portfolio managers and analysts compensation and benefits in the top quartile for comparable performance, as measured by industry benchmarks.

NFJ Investment Group's compensation policy features both short-term and long-term components. Compensation is aligned to customer interests through individual performance and the success of the Firm.

SHORT-TERM INCENTIVE COMPONENTS

The Firm offers competitive base salaries and a variable bonus. Additionally investment persons may participate in a revenue sharing vehicle which is in part affected by the performance of the investment styles. Typically, an investment professional's compensation is comprised of a base salary and a bonus and may or may not include a long term compensation component.

LONG-TERM INCENTIVE PLAN

A Long-term Incentive Plan provides rewards to certain key staff and executive of NJF Investment Group and the other Allianz Global Investors companies to promote long-term growth and profitability. The Plan provides awards that are based on the Firm's operating earnings growth. The Plan provides a link between longer-term company performance and participant pay, further motivating participants to make a long-term commitment to the Firm's success.

EQUITY OWNERSHIP

Effective January 2010, Allianz Global Investors plans to introduce an equity ownership plan for key employees of NFJ Investment Group. NFJ believes this plan is important in retaining and recruiting key investment professional, as well as providing ongoing incentives for employees.

(14) TCW: Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Fund), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or TCW has a greater financial incentive, such as a performance fee account or where an account or fund managed by a portfolio manager has a higher fee sharing arrangement than the portfolio manager's fee sharing percentage with respect to the Fund. TCW has adopted policies and procedures reasonably designed to address these types of conflicts and TCW believes its policies and procedures serve to operate in a manner that is fair and equitable among its clients, including the Fund.

(15) TLC: As an investment advisor, London Company understands that certain conflicts of interest may arise when managing multiple accounts. TLC has adopted policies and procedures intended to minimize the effects of any conflicts. Though the Portfolio Managers have a general model they follow based on common account objectives, each account is managed individually. Every effort is made to block trades and allocate executed trades on a pro-rata basis. However, due to the firm's desire to manage accounts on a case by case basis, there are times when a security may be bought in one account and not other accounts. Portfolio managers look at each account on an individual basis and when a trade order is given, the manager cannot always control that an order for that security may have been given in the recent past or will be given in the immediate future for that same security in another account. As a result, while every effort will be made to maintain fair and equitable allocation, the Portfolio Manager may supply trade directives for the same security over the course of several days as he adjusts account positions for each account.

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(16) WELLS: Wells Capital Management's Portfolio Managers often provide investment management for separate accounts advised in the same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Wells Capital Management has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.

(17) PIMCO: PIMCO anticipates that the needs of the Trust for services may create certain issues, including the following, although this would not necessarily be different from PIMCO's other accounts.

We also understand that from time to time, potential conflicts of interest may arise between a portfolio manager's management of the investments of the fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar investment objectives or strategies as the fund, track the same index the fund tracks, or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the fund. The other accounts might also have different investment objectives or strategies than the fund.

Knowledge and Timing of Portfolio Trades: A potential conflict of interest may arise as a result of a portfolio manager's day-to-day management of the fund. Because of their positions with the fund, a portfolio manager knows the size, timing and possible market impact of the fund's trades. It is theoretically possible that a portfolio manager could use this information to the advantage of other accounts he manages and to the possible detriment of the fund.

Investment Opportunities: A potential conflict of interest may arise as a result of a portfolio manager's management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the fund and other accounts managed by a portfolio manager, but may not be available in sufficient quantities for both the fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the fund and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time. Under PIMCO's allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCO's investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the fund and certain pooled investment vehicles, including investment opportunity allocation issues.

Performance Fees: A portfolio manager may advise certain accounts with respect to the advisory fee which is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for a portfolio manager in that such portfolio manager may have an incentive to allocate the investment opportunities that he believes might be the most profitable to such other accounts instead of allocating them to the fund. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between the fund and such other accounts on a fair and equitable basis over time.

(18) PYRAMIS: A portfolio managers' compensation plan (described below) may give rise to potential conflicts of interest. Although investors in a fund may invest through either tax-deferred accounts or taxable accounts, a portfolio manager's compensation is linked to the pre-tax performance of the fund, rather than its after-tax performance. A portfolio managers' base pay tends to increase with additional and more complex responsibilities that include increased assets under management, and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as a portfolio managers must allocate their time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by Pyramis or an affiliate. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by the Portfolios. Securities selected for funds or accounts other than the Portfolios may outperform the securities selected for the Portfolios. Portfolio managers may be permitted to invest in the funds they manage, even if a fund is closed to new investors. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a fund's Code of Ethics.

(19) UBS GLOBAL AM: The portfolio management team's management of the fund and other accounts could result in potential

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conflicts of interest if the fund and other accounts have different objectives, benchmarks and fees because the portfolio management team must allocate its time and investment expertise across multiple accounts, including the Fund. A portfolio manager and his or her team manage the Fund and other accounts utilizing a model portfolio approach that groups similar accounts within a model portfolio. UBS Global AM manages accounts according to the appropriate model portfolio, including where possible, those accounts that have specific investment restrictions. Accordingly, portfolio holdings, position sizes and industry and sector exposures tend to be similar across accounts, which may minimize the potential for conflicts of interest.

If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one account or model portfolio, the fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible model portfolios and accounts. To deal with these situations, UBS Global AM has adopted procedures for allocating portfolio trades across multiple accounts to provide fair treatment to all accounts.

The management of personal accounts by a portfolio manager may also give rise to potential conflicts of interest. UBS Global AM has adopted a Code of Ethics that governs such personal trading but there is no assurance that the Code will adequately address all such conflicts.

UBS AG ("UBS") is a worldwide full-service investment banking, broker-dealer, asset management and financial services organization. As a result, UBS Global AM and UBS (including, for these purposes, their directors, partners, officers and employees) worldwide, including the entities and personnel who may be involved in the investment activities and business operations of the fund are engaged in businesses and have interests other than that of managing the fund. These activities and interests include potential multiple advisory, transactional, financial, consultative, and other interests in transactions, companies, securities and other instruments that may be engaged in, purchased or sold by the fund.

UBS Global AM may purchase or sell, or recommend for purchase or sale, for the fund or its other accounts securities of companies: (i) with respect to which its affiliates act as an investment banker or financial adviser; (ii) with which its affiliates have other confidential relationships; (iii) in which its affiliates maintain a position or (iv) for which its affiliates make a market; or in which it or its officers, directors or employees or those of its affiliates own securities or otherwise have an interest. Except to the extent prohibited by law or regulation or by client instruction, UBS Global AM may recommend to the fund or its other clients, or purchase for the fund or its other clients, securities of issuers in which UBS has an interest as described in this paragraph.

From time to time and subject to client approval, UBS Global AM may rely on certain affiliates to execute trades for the fund or its other accounts. For each security transaction effected by UBS, UBS Global AM may compensate and UBS may retain such compensation for effecting the transaction, and UBS Global AM may receive affiliated group credit for generating such business.

Transactions undertaken by UBS or client accounts managed by UBS ("Client Accounts") may adversely impact the fund. UBS and one or more Client Accounts may buy or sell positions while the fund is undertaking the same or a differing, including potentially opposite, strategy, which could disadvantage the fund.

STRUCTURE OF COMPENSATION

(A) ALLIANCEBERNSTEIN: AllianceBernstein's compensation program for investment professionals is designed to be competitive and effective in order to attract and retain the highest caliber employees. The compensation program for investment professionals is designed to reflect their ability to generate long-term investment success for our clients. Investment professionals do not receive any direct compensation based upon the investment returns of any individual client account, nor is compensation tied directly to the level or change in the level of assets under management. Investment professionals' annual compensation is comprised of the following:

(i) Fixed base salary: This is generally the smallest portion of compensation. The base salary is a relatively low, fixed salary within a similar range for all investment professionals. The base salary does not change significantly from year-to-year, and hence, is not particularly sensitive to performance.

(ii) Discretionary incentive compensation in the form of an annual cash bonus: AllianceBernstein's overall profitability determines the total amount of incentive compensation available to investment professionals. This portion of compensation is determined subjectively based on qualitative and quantitative factors. In evaluating this component of

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an investment professional's compensation, AllianceBernstein considers the contribution to his/her team or discipline as it relates to that team's overall contribution to the long-term investment success, business results and strategy of AllianceBernstein. Quantitative factors considered include, among other things, relative investment performance (e.g., by comparison to competitor or peer group funds or similar styles of investments, and appropriate, broad-based or specific market indices), and consistency of performance. There are no specific formulas used to determine this part of an investment professional's compensation and the compensation is not tied to any pre-determined or specified level of performance. AllianceBernstein also considers qualitative factors such as the complexity and risk of investment strategies involved in the style or type of assets managed by the investment professional; success of marketing/business development efforts and client servicing; seniority/length of service with the firm; management and supervisory responsibilities; and fulfillment of AllianceBernstein's leadership criteria.

(iii) Discretionary incentive compensation in the form of awards under AllianceBernstein's Partners Compensation Plan ("deferred awards"):
AllianceBernstein's overall profitability determines the total amount of deferred awards available to investment professionals. The deferred awards are allocated among investment professionals based on criteria similar to those used to determine the annual cash bonus. Deferred awards, which are in the form of AllianceBernstein's publicly traded units, for which there are various investment options, vest over a four-year period and are generally forfeited if the employee resigns or AllianceBernstein terminates his/her employment.

(iv) Contributions under AllianceBernstein's Profit Sharing/401(k) Plan:
The contributions are based on AllianceBernstein's overall profitability. The amount and allocation of the contributions are determined at the sole discretion of AllianceBernstein.

(B) AMERICAN CENTURY: American Century portfolio manager compensation is structured to align the interests of portfolio managers with those of the shareholders whose assets they manage. As of December 31, 2009, it includes the components described below, each of which is determined with reference to a number of factors such as overall performance, market competition, and internal equity. Compensation is not directly tied to the value of assets held in client portfolios.

BASE SALARY

Portfolio managers receive base pay in the form of a fixed annual salary.

BONUS

A significant portion of portfolio manager compensation takes the form of an annual incentive bonus tied to performance. Bonus payments are determined by a combination of factors. One factor is fund investment performance. For most American Century mutual funds, investment performance is measured by a combination of one- and three-year pre-tax performance relative to various benchmarks and/or internally-customized peer groups. In 2008, American Century began placing increased emphasis on long-term performance and is phasing in five-year performance comparison periods. The performance comparison periods may be adjusted based on a fund's inception date or a portfolio manager's tenure on the fund. Custom peer groups are constructed using all the funds in the indicated categories as a starting point. Funds are then eliminated from the peer group based on a standardized methodology designed to result in a final peer group that is both more stable over the long term (i.e., has less peer turnover) and that more closely represents the fund's true peers based on internal investment mandates.

Portfolio managers may have responsibility for multiple American Century mutual funds. In such cases, the performance of each is assigned a percentage weight appropriate for the portfolio manager's relative levels of responsibility.

Portfolio managers also may have responsibility for portfolios that are managed in a fashion similar to that of other American Century mutual funds. This is the case for Variable Portfolio - American Century Diversified Bond Fund and Variable Portfolio - American Century Growth Fund. If the performance of a similarly managed account is considered for purposes of compensation, it is either measured in the same way as a comparable American Century mutual fund (i.e., relative to the performance of a benchmark and/or peer group) or relative to the performance of such mutual fund. Performance of Variable Portfolio - American Century Diversified Bond Fund and Variable Portfolio - American Century Growth Fund is not separately considered in determining portfolio manager compensation.

A second factor in the bonus calculation relates to the performance of a number of American Century funds managed according to one of the following investment styles: U.S. growth, U.S. value, quantitative, international and fixed-income.

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Performance is measured for each product individually as described above and then combined to create an overall composite for the product group. These composites may measure one-year performance (equal weighted) or a combination of one- and three year performance (equal or asset weighted) depending on the portfolio manager's responsibilities and products managed. This feature is designed to encourage effective teamwork among portfolio management teams in achieving long-term investment success for similarly styled portfolios.

A portion of portfolio managers' bonuses may be tied to individual performance goals, such as research projects and the development of new products.

RESTRICTED STOCK PLANS

Portfolio managers are eligible for grants of restricted stock of ACC. These grants are discretionary, and eligibility and availability can vary from year to year. The size of an individual's grant is determined by individual and product performance as well as other product-specific considerations. Grants can appreciate/depreciate in value based on the performance of the ACC stock during the restriction period (generally three to four years).

DEFERRED COMPENSATION PLANS

Portfolio managers are eligible for grants of deferred compensation. These grants are used in limited situations, primarily for retention purposes. Grants are fixed and can appreciate/depreciate in value based on the performance of the American Century mutual funds in which the portfolio manager chooses to invest them.

(C) EATON VANCE: Compensation paid by Eaton Vance to its portfolio managers has three primary components: (1) a base salary, (2) an annual cash bonus, and
(3) annual stock-based compensation consisting of options to purchase shares of Eaton Vance Corp.'s non-voting common stock and restricted shares of Eaton Vance Corp.'s non-voting common stock. The portfolio managers also receive certain retirement, insurance, and other benefits that are broadly available to all Eaton Vance employees. Compensation of the portfolio managers is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or shortly after the October 31st fiscal year end of Eaton Vance Corp.

The portfolio managers are compensated based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus the benchmark(s) stated in the prospectus, as well as an appropriate peer group (as described below). In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. Risk-adjusted performance measures include, but are not limited to, the Sharpe Ratio. Performance is normally based on periods ending on the September 30th preceding fiscal year end of Eaton Vance Corp. Fund performance, on a pre-tax basis, is normally evaluated primarily versus peer groups of funds as determined by Lipper Inc. and/or Morningstar, Inc. When a fund's peer group as determined by Lipper or Morningstar is deemed by Eaton Vance's management not to provide a fair comparison, performance may instead be evaluated primarily against a custom peer group. In evaluating the performance of a fund and its portfolio manager, primary emphasis is normally placed on three-year performance, with secondary consideration of performance over longer and shorter periods. For portfolio managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis, based on averages or weighted averages among managed funds and accounts. The compensation of portfolio managers with other job responsibilities (such as heading an investment group or providing analytical support to other portfolios) will include consideration of the scope of such responsibilities and the portfolio managers' performance in meeting those responsibilities.

Eaton Vance seeks to compensate portfolio managers in a manner commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. Eaton Vance participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus, and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses, and stock-based compensation are also influenced by the operating performance of Eaton Vance and its parent company. The overall annual cash bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of the portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in portfolio manager performance and other factors described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation may represent a substantial portion of total compensation.

(D) Invesco seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber

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investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity, and an equity compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive Fund performance. Invesco evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager's compensation consists of the following three elements:

Base Salary. Each portfolio manager is paid a base salary. In setting the base salary, Invesco's intention is to be competitive in light of the particular portfolio manager's experience and responsibilities.

Annual Bonus. The portfolio managers are eligible, along with other employees of Invesco, to participate in a discretionary year-end bonus pool. The Compensation Committee of Invesco Ltd. reviews and approves the amount of the bonus pool available for Invesco's investment centers. The Compensation Committee considers investment performance and financial results in its review. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e. investment performance) and non-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork).

Each portfolio manager's compensation is linked to the pre-tax investment performance of the Funds/accounts managed by the portfolio manager as described in Table 1 below.

Table 1

SUBADVISER                                      PERFORMANCE TIME PERIOD[1]
----------                                      -----------------------------
Invesco (Except Invesco Real Estate U.S.) [2]   One-, Three- and Five-year
                                                performance against Fund peer
                                                group.

(1) Rolling time periods based on calendar year-end.

(2) Portfolio Managers may be granted a short-term award that vests on a pro-rata basis over a four year period and final payments are based on the performance of eligible Funds selected by the portfolio manager at the time the award is granted.

Invesco - Invesco Real Estate U.S.'s bonus is based on net operating profits of Invesco - Invesco Real Estate U.S.

High investment performance (against applicable peer group) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization.

Equity-Based Compensation. Portfolio managers may be granted an award that allows them to select receipt of shares of certain Invesco Funds with a vesting period as well as common shares and/or restricted shares of Invesco Ltd. stock from pools determined from time to time by the Compensation Committee of Invesco Ltd.'s Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent.

Portfolio managers also participate in benefit plans and programs available generally to all employees.

(E) COLUMBIA WAM: As of December 31, 2008, the portfolio managers received all of their compensation from the Advisor and its parent company, Columbia Management. P. Zachary Egan, Louis J. Mendes, and Robert A. Mohn, each received compensation in the form of salary and incentive compensation. Typically, a high proportion of an analyst's or portfolio manager's incentive compensation is paid in cash with a smaller proportion going into two separate incentive plans. The first plan is a notional investment based on the performance of certain Columbia Funds, including the Columbia Acorn Funds. The second plan consists of Bank of America restricted stock and/or options. For 2008, investments in the second plan were made through a deferred cash program, which were made through restricted stock. Both plans vest over three years from the date of issuance. The CWAM total incentive compensation pool, including cash and the two incentive plans, is based on formulas, with investment performance of individual portfolio managers and certain analysts, plus firm-wide investment performance,

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as primary drivers.

Analysts and portfolio managers are positioned in a number of compensation tiers based on cumulative performance of the portfolios that they manage. Performance of each Fund for purposes of portfolio manager compensation is measured relative to its primary benchmark (and in the case of Columbia Thermostat Fund, its primary equity and primary debt benchmarks) identified below. One and three year performance periods primarily drive incentive levels. Excellent performance results in advancement to a higher tier until the highest tier is reached. Higher tiers have higher base compensation levels and wider incentive compensation ranges. While cumulative performance places analysts and managers in tiers, current year performance drives changes in incentive compensation levels. Incentive compensation varies by tier, and can range between a fraction of base pay to several times base pay, the objective being to provide very competitive total compensation for high performing analysts and portfolio managers. If a Fund's performance declines, the compensation incentives available to its analysts and portfolio manager(s) also decline.

(F) JPMIM: J.P. Morgan Investment Management Inc.'s (JP Morgan) Portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding people and closely link the performance of investment professionals to client investment objectives. The total compensation program includes a base salary fixed from year to year and a variable performance bonus consisting of cash incentives and restricted stock and may include mandatory notional investments (as described below) in selected mutual funds advised by JP Morgan. These elements reflect individual performance and the performance of JP Morgan's business as a whole.

Each portfolio manager's performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios such portfolio manager manages. Individual contribution relative to client goals carries the highest impact. Portfolio manager compensation is primarily driven by meeting or exceeding clients' risk and return objectives, relative performance to competitors or competitive indices and compliance with firm policies and regulatory requirements. In evaluating each portfolio manager's performance with respect to the mutual funds he or she manages, the funds' pre-tax performance is compared to the appropriate market peer group and to each fund's benchmark index listed in the fund's prospectus over one, three and five year periods (or such shorter time as the portfolio manager has managed the fund). Investment performance is generally more heavily weighted to the long term.

Awards of restricted stock are granted as part of an employee's annual performance bonus and comprise from 0% to 40% of a portfolio manager's total bonus. As the level of incentive compensation increases, the percentage of compensation awarded in restricted stock also increases. Up to 50% of the restricted stock portion of a portfolio manager's bonus may instead be subject to a mandatory notional investment in selected mutual funds advised by JP Morgan or its affiliates. When these awards vest over time, the portfolio manager receives cash equal to the market value of the notional investment in the selected mutual funds.

(G) JENNISON: Jennison seeks to maintain a highly competitive compensation program designed to attract and retain outstanding investment professionals, which include portfolio managers and research analysts, and to align the interests of its investment professionals with those of its clients and overall firm results. Overall firm profitability determines the total amount of incentive compensation pool that is available for investment professionals. Investment professionals are compensated with a combination of base salary and cash bonus. In general, the cash bonus comprises the majority of the compensation for investment professionals. Additionally, senior investment professionals, including portfolio managers and senior research analysts, are eligible to participate in a deferred compensation program where all or a portion of the cash bonus can be invested in a variety of predominantly Jennison-managed investment strategies on a tax-deferred basis.

Investment professionals' total compensation is determined through a subjective process that evaluates numerous qualitative and quantitative factors. There is no particular weighting or formula for considering the factors. Some portfolio managers may manage or contribute ideas to more than one product strategy and are evaluated accordingly. The factors reviewed for the portfolio manager are listed below in order of importance.

The following primary quantitative factor is reviewed for the portfolio manager:

- One and three year pre-tax investment performance of groupings of accounts (a "Composite") relative to market conditions, pre-determined passive indices, such as the Russell Midcap(R) Growth Index, and industry peer group data for the product strategy (e.g., large cap growth, large cap value) for which the portfolio manager is responsible;

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The qualitative factors reviewed for the portfolio manager may include:

- Historical and long-term business potential of the product strategies;

- Qualitative factors such as teamwork and responsiveness; and

- Other individual factors such as experience and other responsibilities such as being a team leader or supervisor may also affect an investment professional's total compensation.

(H) RIVERSOURCE: Portfolio manager compensation is typically comprised of (i) a base salary, (ii) an annual cash bonus, a portion of which may be subject to a mandatory deferral program, and may include (iii) an equity incentive award in the form of stock options and/or restricted stock. The annual cash bonus is paid from a team bonus pool that is based on the performance of the accounts managed by the portfolio management team, which might include mutual funds, wrap accounts, institutional portfolios and hedge funds. The bonus pool is determined by the aggregate market competitive bonus targets for the teams of which the portfolio manager is a member and by the short-term (typically one-year) and long-term (typically three-year) performance of those accounts in relation to applicable benchmarks or the relevant peer group universe. Senior management of RiverSource Investments has the discretion to increase or decrease the size of the part of the bonus pool and to determine the exact amount of each portfolio manager's bonus paid from this portion of the bonus pool based on his/her performance as an employee. RiverSource Investments portfolio managers are provided with a benefits package, including life insurance, health insurance, and participation in a company 401(k) plan, comparable to that received by other RiverSource Investments employees. Certain investment personnel are also eligible to defer a portion of their compensation. An individual making this type of election can allocate the deferral to the returns associated with one or more products they manage or support or to certain other products managed by their investment team. Depending upon their job level, RiverSource Investments portfolio managers may also be eligible for other benefits or perquisites that are available to all RiverSource Investments employees at the same job level.

(I) MARSICO: The compensation package for portfolio managers of Marsico is structured as a combination of base salary (reevaluated at least annually), and periodic cash bonuses. Bonuses are typically based on two primary factors: (1) Marsico's overall profitability for the period, and (2) individual achievement and contribution. Portfolio manager compensation takes into account, among other factors, the overall performance of all accounts for which the portfolio manager provides investment advisory services. In receiving compensation such as bonuses, portfolio managers do not receive special consideration based on the performance of particular accounts, and do not receive compensation from accounts charging performance-based fees. Exceptional individual efforts are rewarded through salary readjustments and greater participation in the bonus pool. No other special employee incentive arrangements are currently in place or being planned. In addition to salary and bonus, portfolio managers may participate in other Marsico benefits to the same extent and on the same basis as other Marsico employees. Portfolio manager compensation comes solely from Marsico. In addition, Marsico's portfolio managers typically are offered equity interests in Marsico Management Equity, LLC, which indirectly owns Marsico, and may receive distributions (such as earnings and losses) on those equity interests.

As a general matter, Marsico does not tie portfolio manager compensation to specific levels of performance relative to fixed benchmarks. Although performance may be a relevant consideration, comparisons with fixed benchmarks may not always be useful. Relevant benchmarks vary depending on specific investment styles and client guidelines or restrictions, and comparisons to benchmark performance may at times reveal more about market sentiment than about a portfolio manager's abilities. To encourage a long-term horizon for managing portfolios, Marsico evaluates a portfolio manager's performance over periods longer than the immediate compensation period, and may consider a variety of measures such as the performance of unaffiliated portfolios with similar strategies and other measurements. Other factors that may also be significant in determining portfolio manager compensation include, without limitation, the effectiveness of the manager's leadership within Marsico's investment team, contributions to Marsico's overall performance, discrete securities analysis, idea generation, ability to support and train other analysts, and other considerations.

(J) MFS: Portfolio manager total cash compensation is a combination of base salary and performance bonus:

Base Salary - Base salary represents a smaller percentage of portfolio manager total cash compensation than performance bonus.

Performance Bonus - Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.

The performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.

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The quantitative portion is based on the pre-tax performance of assets managed by the portfolio manager over one-, three-, and five-year periods relative to peer group universes and/or indices ("benchmarks"). As of December 31, 2009, the following benchmarks were used:

PORTFOLIO MANAGER BENCHMARKS

- Lipper Equity-Income Funds

- Lipper Global Funds

- Lipper Global Large-Cap Value Equity Funds

- Lipper Large-Cap Value Funds

- Lipper Variable Annuity Large-Cap Value Funds

- Lipper Variable Annuity Mixed-Asset Target Allocation Moderate Funds

- Morningstar Dollar Cautious Balanced Funds

- Morningstar Dollar Moderate Balanced Funds

- Morningstar Global Funds

- Morningstar Global Large-Cap Value Equity Funds

- Morningstar U.S. Large-Cap Value Equity Funds

- MSCI KOKUSAI (World ex Japan) Index

- MSCI World Index

- MSCI World Value Index

- Russell 1000 Value Index

- Standard & Poor's 500 Value Index

Additional or different benchmarks, including versions of indices and custom indices may also be used. Primary weight is given to portfolio performance over a three-year time period with lesser consideration given to portfolio performance over one-year and five-year periods (adjusted as appropriate if the portfolio manager has served for less than five years).

The qualitative portion is based on the results of an annual internal peer review process (conducted by other portfolio managers, analysts, and traders) and management's assessment of overall portfolio manager contributions to investor relations and the investment process (distinct from fund and other account performance).

Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests and/or options to acquire equity interests in MFS or its parent company are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process, and other factors.

Finally, portfolio managers are provided with a benefits package including a defined contribution plan, health coverage and other insurance, which are available to other employees of MFS on substantially similar terms. The percentage such benefits represent of any portfolio manager's compensation depends upon the length of the individual's tenure at MFS and salary level, as well as other factors.

(K) MONDRIAN: Mondrian has the following programs in place to retain key investment staff:

1. Competitive Salary -- All investment professionals are remunerated with a competitive base salary.

2. Profit Sharing Bonus Pool --All Mondrian staff, including portfolio managers and senior officers, qualify for participation in an annual profit sharing pool determined by the company's profitability (approximately 30% of profits).

3. Equity Ownership - Mondrian is ultimately controlled by a partnership of senior management and Hellman & Friedman, an independent private equity firm. Mondrian is currently 67% owned by its senior employees, including the majority of investment professionals, senior client service officers, and senior operations personnel. The private equity funds sponsored by Hellman & Friedman LLC are passive, non-controlling minority investors in Mondrian and do not have day-to-day involvement in the management of Mondrian.

Incentives (Bonus and Equity Programs) focus on the key areas of research quality, long-term and short-term stock performance, teamwork, client service and marketing. As an individual's ability to influence these factors depends on that individual's position and seniority within the firm, so the allocation of participation in these programs will reflect this.

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At Mondrian, the investment management of particular portfolios is not "star manager" based but uses a team system. This means that Mondrian's investment professionals are primarily assessed on their contribution to the team's effort and results, though with an important element of their assessment being focused on the quality of their individual research contribution.

Compensation Committee

In determining the amount of bonuses and equity awarded, Mondrian's Board of Directors consults with the company's Compensation Committee, who will make recommendations based on a number of factors including investment research, organization management, team work, client servicing and marketing.

Defined Contribution Pension Plan

All portfolio managers are members of the Mondrian defined contribution pension plan where Mondrian pays a regular monthly contribution and the member may pay additional voluntary contributions if they wish. The Plan is governed by Trustees who have responsibility for the trust fund and payments of benefits to members. In addition, the Plan provides death benefits for death in service and a spouse's or dependant's pension may also be payable.

Mondrian believes that this compensation structure, coupled with the opportunities that exist within a successful and growing business, are adequate to attract and retain high caliber employees.

(L) MSIM: Portfolio managers receive a combination of base compensation and discretionary compensation, comprising a cash bonus and several deferred compensation programs described below. The methodology used to determine portfolio manager compensation is applied across all funds/accounts managed by the portfolio managers.

BASE SALARY COMPENSATION. Generally, portfolio managers receive base salary compensation based on the level of their position with the Investment Adviser and/or Sub-Advisers.

DISCRETIONARY COMPENSATION. In addition to base compensation, portfolio managers may receive discretionary compensation.

Discretionary compensation can include:

- Cash Bonus.

- Morgan Stanley's Long Term Incentive Compensation awards--a mandatory program that defers a portion of discretionary year-end compensation into restricted stock units or other awards based on Morgan Stanley common stock or other investments that are subject to vesting and other conditions.

- Investment Management Alignment Plan (IMAP) awards--a mandatory program that defers a portion of discretionary year-end compensation and notionally invests it in designated funds advised by the Investment Adviser and/or Sub-Advisers or their affiliates. The award is subject to vesting and other conditions. Portfolio managers must notionally invest a minimum of 25% to a maximum of 100% of their IMAP deferral account into a combination of the designated funds they manage that are included in the IMAP fund menu, which may or may not include the fund. For 2008 awards, a clawback provision was implemented that could be triggered if the individual engages in conduct detrimental to the Investment Adviser and/or Sub-Advisers or their affiliates. For 2009 awards, this provision was further strengthened to allow the Firm to clawback compensation if the Firm realizes losses on certain trading position, investments or holdings.

- Voluntary Deferred Compensation Plans--voluntary programs that permit certain employees to elect to defer a portion of their discretionary year-end compensation and notionally invest the deferred amount across a range of designated investment funds, including funds advised by the Investment Adviser and/or Sub-Advisers or their affiliates.

Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. In order of relative importance, these factors include:

- Investment performance. A portfolio manager's compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager. Investment performance is calculated for one-, three- , five- and ten-year periods measured against a fund's/account's primary benchmark (as set forth in the fund's prospectus), indices and/or peer groups where applicable.

Generally, the greatest weight is placed on the three- and five-year periods.

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- Revenues generated by the investment companies, pooled investment vehicles and other accounts managed by the portfolio manager.

- Contribution to the business objectives of the Investment Adviser and/or Sub-Advisers.

- The dollar amount of assets managed by the portfolio manager.

- Market compensation survey research by independent third parties.

- Other qualitative factors, such as contributions to client objectives.

- Performance of Morgan Stanley and Morgan Stanley Investment Management, and the overall performance of the investment team(s) of which the portfolio manager is a member.

(M) NFJ: Like other investment professionals with multiple clients, a portfolio manager for a Fund may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The paragraphs below describe some of these potential conflicts, which NFJ believes are faced by investment professionals at most major financial firms. NFJ, the Adviser and the Trustees have adopted compliance policies and procedures that attempt to address certain of these potential conflicts. The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance ("performance fee accounts"), may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These potential conflicts may include, among others:

- The most attractive investments could be allocated to higher-fee accounts or performance fee accounts.

- The trading of higher-fee accounts could be favored as to timing and/or execution price. For example, higher fee accounts could be permitted to sell securities earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more opportune time.

- The investment management team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation.

A potential conflict of interest may arise when a Fund and other accounts purchase or sell the same securities. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interest of a Fund as well as other accounts, the NFJ's trading desk may, to the extent by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if one account is favored over another in allocating securities purchased or sold - for example, by allocating a disproportionate amount of a security that is likely to increase in value to a favored account.

Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts. For example, another account may have a shorter-term investment horizon or different investment objective, policies or restrictions than a Fund. Depending on another account's objectives or other factors, a portfolio manager may give advice and make decisions that may differ from advice given, or the timing or nature of decision made, with respect to a Fund. In addition, investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by a portfolio manager when one or more other accounts are selling the security. There may be circumstances when purchased or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts.

A Fund's portfolio manager who is responsible for managing multiple funds and/or accounts unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.

A Fund's portfolio managers may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the Funds. In addition to executing trades, some brokers and dealers provide portfolio

Statement of Additional Information - April 14, 2010 Page 67

managers with brokerage an research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise been available. These services may be more beneficial to certain funs or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith and the commissions are reasonable in relation to the value of the brokerage and research services provided to the Fund and NFJ's other clients, a portfolio manager's decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts that he or she managers.

A Fund's portfolio managers may also face other potential conflicts of interest in managing a Fund, and the description above is not complete description of every conflict that could be deemed to exist in managing both the Funds and other accounts. In addition, a Fund's portfolio manger may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity. The management of these accounts may also involve certain of the potential conflicts described above. Front-running could also exist if a portfolio manager transacted in his own account prior to placing an order for a Fund or other clients. NFJ's investment personnel, including each Fund's portfolio manager, are subject to restrictions on engaging in personal securities transactions, pursuant to a Code of Ethics adopted by NFJ, which contain provisions and requirements designed to identify and address certain conflicts of interest between personal investments activities and the interest of the Funds.

As part of NFJ's Compliance Program, NFJ has established a Compliance Committee, a Best Execution Committee, a Proxy Voting Committee and a Pricing Committee to help develop policies and procedures that help NFJ avoid, mitigate, monitor and oversee areas that could present potential conflicts of interest.

(N) TCW: The overall objective of the compensation program for portfolio managers is for the Advisor to attract what it considers competent and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate are designed to achieve these objectives and to reward the portfolio managers for their contribution to the success of their clients and the Advisor and its affiliates within The TCW Group (collectively, "TCW"). Portfolio managers are compensated through a combination of base salary, profit sharing based compensation ("profit sharing"), bonus and equity incentive participation in the Advisor's immediate parent, The TCW Group, Inc. and/or ultimate parent, Societe Generale ("equity incentives"). Profit sharing and equity incentives generally represent most of the portfolio managers' compensation. In some cases, portfolio managers are eligible for discretionary bonuses.

Salary. Salary is agreed to with managers at time of employment and is reviewed from time to time. It does not change significantly and often does not constitute a significant part of the portfolio manager's compensation.

Profit Sharing. Profit sharing is linked quantitatively to a fixed percentage of income relating to accounts in the investment strategy area for which the portfolio managers are responsible and is paid quarterly. Profit sharing may be determined on a gross basis, without the deduction of expenses; in other cases, revenues are allocated to a pool and profit sharing compensation is paid out after the deduction of group expenses. The profit sharing percentage used to compensate a portfolio manager for management of the fund is generally the same as that used to compensate them for all other client accounts they manage in the same strategy for TCW, with limited exceptions involving grandfathered accounts (accounts that become clients of TCW before or after a specified date or former clients of a manager that joined TCW from another firm), firm capital of TCW or accounts sourced through a distinct distribution channel. Income included in a profit sharing pool will relate to the products managed by the portfolio manager. In some cases, the pool includes revenues related to more than one equity or fixed income product where the portfolio managers work together as a team, in which case each participant in the pool is entitled to profit sharing derived from all the included products. In certain cases, a portfolio manager may also participate in a profit sharing pool that includes revenues from products besides the strategy offered in the fund, including alternative investment products (as described below); the portfolio manger would be entitled to participate in such pool where he or she supervises, is involved in the management of, or is associated with a group, other members of which manage, such products. Profit sharing arrangements are generally the result of agreement between the portfolio manager and TCW, although in some cases they may be discretionary based on supervisor allocation.

In some cases, the profit sharing percentage is subject to increase based on the relative pre-tax performance of the investment strategy composite returns, net of fees and expenses, to that of the benchmark. The measurement of performance relative to the benchmark can be based on single year or multiple year metrics, or a combination thereof. The benchmark used is the one associated with the fund managed by the portfolio manager as disclosed in the prospectus. Benchmarks vary from strategy to strategy but, within a given strategy, the same benchmark applies to all accounts, including the fund.

Statement of Additional Information - April 14, 2010 Page 68

Certain accounts of TCW (but not the fund) have a performance (or incentive) fee in addition to or in lieu of an asset-based fee. For these accounts, the profit sharing pool from which the portfolio managers' profit sharing compensation is paid will include the performance fees. For investment strategies investing in marketable securities such as those employed in the fund, the performance fee normally consists of an increased asset-based fee, the increased percentage of which is tied to the performance of the account relative to a benchmark (usually the benchmark associated with the strategy). In these marketable securities strategies, the profit sharing percentage applied relative to performance fees is generally the same as it is for the asset-based fees chargeable to the fund. In the case of alternative investment strategies, performance fees are based on the account achieving net gains over a specified rate of return to the account or to a class of securities in the account. Profit sharing for alternative investment strategies may also include structuring or transaction fees. "Alternative investment strategies" include (a) mezzanine or other forms of privately placed financing, distressed investing, private equity, project finance, real estate investments, leveraged strategies (including short sales) and other similar strategies not employed by the fund or (b) strategies employed by the funds that are offered in structured vehicles, such as collateralized loan obligations or collateralized debt obligations or in private funds (sometimes referred to as hedge funds). In the case of certain alternative investment products in which a portfolio manager may be entitled to profit sharing compensation, the profit sharing percentage for performance fees may be lower or higher than the percentage applicable to the asset-based fees.

Discretionary Bonus/Guaranteed Minimums. In general, portfolio managers do not receive discretionary bonuses. However, in some cases bonuses may be paid on a discretionary bonus out of a departmental profit sharing pool, as determined by the supervisor(s) in the department. In other cases, where portfolio managers do not receive profit sharing or where the company has determined the combination of salary and profit sharing does not adequately compensate the portfolio manager, discretionary bonuses may be paid by TCW. Also, pursuant to contractual arrangements, some portfolio managers may be entitled to a mandatory bonus if the sum of their salary and profit sharing does not meet certain minimum thresholds.

Equity Incentives. Many portfolio managers participate in equity incentives based on overall firm performance of TCW and its affiliates, through stock ownership or participation in stock option or stock appreciation plans of TCW and/or Societe Generale. The TCW 2005 Stock Option Plans provides eligible portfolio managers the opportunity to participate in an effective economic interest in TCW, the value of which is tied to TCW's annual financial performance as a whole. Participation is generally determined in the discretion of TCW, taking into account factors relevant to the portfolio manager's contribution to the success of TCW. Portfolio managers participating in the TCW 2005 Stock Option Plan also generally participate in Societe Generale's Stock Option Plan which grants options on its common stock, the value of which may be realized after certain vesting requirements are met. The TCW 2005 Stock Option Plan has been closed for new issuances and TCW is in the process of establishing a new equity-based plan in which portfolio managers will have an opportunity to participate. In connection with TCW's acquisition of Metropolitan West Asset Management LLC (the "MW Acquisition") in 2010, a Retention Award Plan was established pursuant to which certain portfolio managers in the fixed income area will be entitled to awards in the form of cash and/or TCW stock, either on a contractually-determined basis or on a discretionary basis. Also, in connection with the MW acquisition, certain portfolio managers will receive TCW stock as part of a contingent deferred purchase price. Some portfolio managers are direct stockholders of Societe Generale, as well.

Other Plans and Compensation Vehicles. Portfolio managers may also participate in a deferred compensation plan that is generally available to a wide-range of officers of TCW, the purpose of which is to allow the participant to defer portions of income to a later date while accruing earnings on a tax-deferred basis based on performance of TCW-managed products selected by the participant. Portfolio managers may also elect to participate in TCW's 401(k) plan, to which they may contribute a portion of their pre- and post-tax compensation to the plan for investment on a tax-deferred basis.

(O) TLC: Portfolio Manager compensation is comprised of a base salary and an annual cash bonus. The annual cash bonus is determined by the individual and firm performance.

(P) WELLS: The compensation structure for Wells Capital Management's portfolio managers includes a competitive fixed base salary plus variable incentives (Wells Capital Management utilizes investment management compensation surveys as confirmation). Incentive bonuses are typically tied to relative investment performance of all accounts under his or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results, with a predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style. This evaluation takes into account relative performance of the accounts to each account's individual benchmark and/or the relative composite performance of all accounts to one or more relevant benchmarks consistent with the overall investment style. Research analysts are evaluated on the overall team's relative investment performance as well as the performance and quality of their individual research.

Statement of Additional Information - April 14, 2010 Page 69

(Q) PIMCO: PIMCO has adopted a "Total Compensation Plan" for its professional level employees, including its portfolio managers, that is designed to pay competitive compensation and reward performance, integrity and teamwork consistent with the firm's mission statement. The Total Compensation Plan includes a significant incentive component that rewards high performance standards, work ethic and consistent individual and team contributions to the firm. The compensation of portfolio managers consists of a base salary, a bonus, and may include a retention bonus. Portfolio managers who are Managing Directors of PIMCO also receive compensation from PIMCO's profits. Certain employees of PIMCO, including portfolio managers, may elect to defer compensation through PIMCO's deferred compensation plan.

PIMCO also offers its employees a non-contributory defined contribution plan through which PIMCO makes a contribution based on the employee's compensation. PIMCO's contribution rate increases at a specified compensation level, which is a level that would include portfolio managers.

Salary and Bonus. Base salaries are determined by considering an individual portfolio manager's experience and expertise and may be reviewed for adjustment annually. Portfolio managers are entitled to receive bonuses, which may be significantly more than their base salary, upon attaining certain performance objectives based on predetermined measures of group or department success. These goals are specific to individual portfolio managers and are mutually agreed upon annually by each portfolio manager and his or her manager. Achievement of these goals is an important, but not exclusive, element of the bonus decision process.

In addition, the following non-exclusive list of qualitative criteria (collectively, the "Bonus Factors") may be considered when determining the bonus for portfolio managers:

- 3-year, 2-year and 1-year dollar-weighted and account-weighted, pre-tax investment performance as judged against the applicable benchmarks for each account managed by a portfolio manager and relative to applicable industry peer groups;

- Appropriate risk positioning that is consistent with PIMCO's investment philosophy and the Investment Committee/CIO approach to the generation of alpha;

- Amount and nature of assets managed by the portfolio manager;

- Consistency of investment performance across portfolios of similar mandate and guidelines (reward low dispersion);

- Generation and contribution of investment ideas in the context of PIMCO's secular and cyclical forums, portfolio strategy meetings, Investment Committee meetings, and on a day-to-day basis;

- Absence of defaults and price defaults for issues in the portfolios managed by the portfolio manager;

- Contributions to asset retention, gathering and client satisfaction;

- Contributions to mentoring, coaching and/or supervising; and

- Personal growth and skills added.

A portfolio manager's compensation is not based directly on the performance of any portfolio or any other account managed by that portfolio manager. Final bonus award amounts are determined by the PIMCO Compensation Committee.

Retention Bonuses. Certain portfolio managers may receive a discretionary, fixed amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO. Each portfolio manager who is a Senior Vice President or Executive Vice President of PIMCO receives a variable amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO.

Investment professionals, including portfolio managers, are eligible to participate in a Long Term Cash Bonus Plan ("Cash Bonus Plan"), which provides cash awards that appreciate or depreciate based upon the performance of PIMCO's parent company, Allianz Global Investors of America L.P. ("AGI"), and PIMCO over a three-year period. The aggregate amount

Statement of Additional Information - April 14, 2010 Page 70

available for distribution to participants is based upon AGI's profit growth and PIMCO's profit growth. Participation in the Cash Bonus Plan is based upon the Bonus Factors, and the payment of benefits from the Cash Bonus Plan, is contingent upon continued employment at PIMCO.

Profit Sharing Plan. Instead of a bonus, portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCO's net profits. Portfolio managers who are Managing Directors receive an amount determined by the Managing Director Compensation Committee, based upon an individual's overall contribution to the firm and the Bonus Factors.

(R) PYRAMIS: Cesar Hernandez is the portfolio manager of the Pyramis International Equity Fund and receives compensation for his services. As of December 31, 2009, portfolio manager compensation generally consists of a fixed base salary determined periodically (typically annually), a bonus, in certain cases, participation in several types of equity-based compensation plans, and, if applicable, relocation plan benefits. A portion of the portfolio manager's compensation may be deferred based on criteria established by Pyramis or at the election of the portfolio manager.

The portfolio manager's base salary is determined by level of responsibility and tenure at Pyramis, FMR (Pyramis' ultimate parent company) or its affiliates. The primary components of the portfolio manager's bonus are based on (i) the pre-tax investment performance of the portfolio manager's fund(s) and account(s) measured against a benchmark index and within a defined peer group assigned to each fund or account, if applicable and (ii) the investment performance of other Pyramis equity accounts. The pre-tax investment performance of the portfolio manager's fund(s) and account(s) is weighted according to his tenure on those fund(s) and account(s) and the average asset size of those fund(s) and account(s) over his tenure. Each component is calculated separately over the portfolio manager's tenure on those fund(s) and account(s) over a measurement period that initially is contemporaneous with his tenure, but that eventually encompasses rolling periods of up to five years for the comparison to a benchmark index and peer group, if applicable. A smaller, subjective component of the portfolio manager's bonus is based on the portfolio manager's overall contribution to and leadership within the Pyramis investment platform. The portion of the portfolio manager's bonus that is linked to the investment performance of the strategy is based on the pre-tax investment performance of the strategy measured against the MSCI EAFE Index (net MA tax). The portfolio manager also is compensated under equity-based compensation plans linked to increases or decreases in the net asset value of the stock of Pyramis Global Advisors Holdings Corp, the direct parent company of Pyramis. If requested to relocate their primary residence, portfolio managers also may be eligible to receive benefits, such as home sale assistance and payment of certain moving expenses, under relocation plans for most full-time employees of Pyramis and its affiliates.

The portfolio manager's compensation plan may give rise to potential conflicts of interest. Although investors in the fund may invest through either tax-deferred accounts or taxable accounts, the portfolio manager's compensation is linked to the pre-tax performance of the fund, rather than its after-tax performance. The portfolio manager's base pay tends to increase with additional and more complex responsibilities that include increased assets under management and a portion of the bonus relates to marketing efforts, which together indirectly link compensation to sales. When a portfolio manager takes over a fund or an account, the time period over which performance is measured may be adjusted to provide a transition period in which to assess the portfolio. The management of multiple funds and accounts (including proprietary accounts) may give rise to potential conflicts of interest if the funds and accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his time and investment ideas across multiple funds and accounts. In addition, a fund's trade allocation policies and procedures may give rise to conflicts of interest if the fund's orders do not get fully executed due to being aggregated with those of other accounts managed by Pyramis or an affiliate. The portfolio manager may execute transactions for another fund or account that may adversely impact the value of securities held by a fund. Securities selected for other funds or accounts may outperform the securities selected for the fund. Portfolio managers may be permitted to invest in the funds they manage, even if a fund is closed to new investors. Trading in personal accounts, which may give rise to potential conflicts of interest, is restricted by a fund's Code of Ethics.

(S) UBS GLOBAL AM: UBS Global AM's compensation and benefits programs are designed to provide its investment professionals with incentives to excel, and to promote an entrepreneurial, performance-oriented culture. They also align the interests of investment professionals with those of clients.

The total compensation received by the portfolio managers and analysts at UBS Global AM, including the Fund's portfolio managers, has up to three basic components - a fixed component (base salary and benefits), a variable cash component and, over a certain total compensation threshold, a variable deferred component. These are described in more detail below:

Statement of Additional Information - April 14, 2010 Page 71

- The fixed component (base salary and benefits) is set to be competitive in the industry and is monitored and adjusted periodically with reference to the relevant local labor market in order to remain so. The fixed component is used to recognize the experience, skills and knowledge that portfolio managers and analysts bring to their roles.

- Variable compensation is determined annually on a discretionary basis. It is correlated with the individual's financial and non-financial contribution and with the performance of their respective function, UBS Global AM and UBS as a whole. As its name implies, variable compensation can be variable and is delivered in cash and, over a certain total compensation threshold, deferred.

- Variable deferred - employees may have a portion of their variable compensation deferred. The main deferral plan is the UBS Global AM Equity Ownership Plan (Global AM EOP) which vests over a three year period. Through the Global AM EOP, investments are made in some combination of vehicles aligned to selected UBS Global AM funds, UBS shares or notional shares. UBS Global AM believes that, not only does this deferral plan reinforce the critical importance of creating long-term business value, it also serves as an effective retention tool.

UBS Global AM strongly believes that tying portfolio managers' variable compensation to both the short-term and longer-term performance of their portfolios closely aligns the portfolio managers' interests with those of the firm's clients. The total variable compensation available generally will depend on the firm's overall profitability.

The allocation of the variable compensation pool to each portfolio manager is linked to the investment performance of the Fund relative to its benchmark and, where appropriate peer strategies, over one and three years for Equities and Fixed Income and also over five years for Global Investment Solutions.

For analysts, variable compensation is, in general, based on the performance of some combination of model and/or client portfolios, generally evaluated over one and three years and coupled with a qualitative assessment of their contribution.

ADMINISTRATIVE SERVICES

Each fund has an Administrative Services Agreement with Ameriprise Financial. Under this agreement, Ameriprise Financial provides, or compensates others to provide, the funds with certain services, including administrative, accounting, treasury and other services. The fees are calculated as follows:

TABLE 6. ADMINISTRATIVE SERVICES AGREEMENT FEE SCHEDULE

                                                               ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
                                        -------------------------------------------------------------------------------------------
                                                           $500,000,001 -   $1,000,000,001 -   $3,000,000,001 -
FUND                                    $0 - 500,000,000    1,000,000,000     3,000,000,000     12,000,000,000    $12,000,000,001 +
----                                    ----------------   --------------   ----------------   ----------------   -----------------
AllianceBernstein International Value      0.800%             0.075%           0.070%             0.060%             0.050%
International Fund
Invesco International Growth
Mondrian International Small Cap
Morgan Stanley Global Real Estate
Partners Small Cap Growth
Pyramis International Equity
U.S.A Equity Fund

American Century Diversified Bond          0.070%             0.065%           0.060%             0.050%             0.040%
Eaton Vance Floating-Rate Income
J.P. Morgan Core Bond
Limited Duration Bond
PIMCO Mortgage-Backed Securities
Strategic Income
Wells Fargo Short Duration Government

American Century Growth                    0.060%             0.055%           0.050%             0.040%             0.030%
Jennison Mid Cap Growth
Marsico Growth
MFS Value
NFJ Dividend Value

Statement of Additional Information - April 14, 2010 Page 72

                                                               ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
                                        -------------------------------------------------------------------------------------------
                                                           $500,000,001 -   $1,000,000,001 -   $3,000,000,001 -
FUND                                    $0 - 500,000,000    1,000,000,000     3,000,000,000     12,000,000,000    $12,000,000,001 +
----                                    ----------------   --------------   ----------------   ----------------   -----------------
UBS Large Cap Growth

The fee is calculated for each calendar day on the basis of net assets as of the close of the preceding day.

TRANSFER AGENCY SERVICES

Each fund has a Transfer Agency and Servicing Agreement with RiverSource Service Corporation located at 734 Ameriprise Financial Center, Minneapolis, MN 55474. This agreement governs RiverSource Service Corporation's responsibility for administering and/or performing transfer agent functions and for acting as service agent in connection with dividend and distribution functions in connection with the sale and redemption of the fund's shares. Under the agreement, RiverSource Service Corporation will earn a fee equal to 0.06% of the average daily net assets of the fund. The transfer agent may hire third parties to perform services under this agreement. The fees paid to RiverSource Service Corporation may be changed by the Board without shareholder approval.

DISTRIBUTION SERVICES

RiverSource Fund Distributors, Inc. (RiverSource Fund Distributors), 50611 Ameriprise Financial Center, Minneapolis, MN 55474, an indirect wholly-owned subsidiary of RiverSource Investments, LLC, is the funds' principal underwriter. Each fund's shares are offered on a continuous basis.

PLAN AND AGREEMENT OF DISTRIBUTION

To help defray the cost of distribution and servicing, each fund approved a Plan of Distribution (the "Plan") and entered into an agreement under the Plan pursuant to Rule 12b-1 under the 1940 Act with RiverSource Fund Distributors. Under the Plan, of the type known as a reimbursement plan, the fund pays a fee up to actual expenses incurred at an annual rate of up to 0.25% of the fund's average daily net assets for Class 2 shares. These fees are not applicable to Class 1 shares.

Expenses covered under this Plan include sales commissions; business, employee and financial advisor expenses charged to distribution of shares; and overhead appropriately allocated to the sale of shares. These expenses also include costs of providing personal service to shareholders. A substantial portion of the costs are not specifically identified to any one of the funds. The fee is not allocated to any one service (such as advertising, payments to underwriters, or other uses). However, a significant portion of the fee is generally used for sales and promotional expenses. Payments under the Plan are intended to result in an increase in fund assets and thus potentially result in economies of scale and lower costs for all shareholders over time.

The Plan must be approved annually by the Board, including a majority of the disinterested Board members, if it is to continue for more than a year. At least quarterly, the Board reviews written reports concerning the amounts expended under the Plan and the purposes for which such expenditures were made. The Plan and any agreement related to it may be terminated at any time by vote of a majority of Board members who 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, or by vote of a majority of the outstanding voting securities of the fund or by RiverSource Distributors. Any agreement related to the Plan will terminate in the event of its assignment, as that term is defined in the 1940 Act. The Plan may not be amended to increase the amount to be spent for distribution without shareholder approval, and all material amendments to the Plan must be approved by a majority of the Board members, including a majority of the Board members who are not interested persons of the fund and who do not have a financial interest in the operation of the Plan or any agreement related to it. The selection and nomination of disinterested Board members is the responsibility of the other disinterested Board members. No Board member who is not an interested person has any direct or indirect financial interest in the operation of the Plan or any related agreement.

CUSTODIAN SERVICES

The fund's securities and cash are held pursuant to a custodian agreement with JPMorgan Chase Bank, N.A. (JPMorgan), 1 Chase Manhattan Plaza, 19th Floor, New York, NY 10005. The custodian is permitted to deposit some or all of its securities in central depository systems as allowed by federal law. For its services, each fund pays the custodian a maintenance charge and a charge per transaction in addition to reimbursing the custodian's out-of-pocket expenses.

As part of this arrangement, securities purchased outside the United States are maintained in the custody of various foreign branches of JPMorgan in other financial institutions as permitted by law and by the fund's custodian agreement.

BOARD SERVICES CORPORATION

Statement of Additional Information - April 14, 2010 Page 73

The funds have an agreement with Board Services Corporation (Board Services) located at 901 Marquette Avenue South, Suite 2810, Minneapolis, MN 55402. This agreement sets forth the terms of Board Services' responsibility to serve as an agent of the funds for purposes of administering the payment of compensation to each independent Board member, to provide office space for use by the funds and their boards, and to provide any other services to the boards or the independent members, as may be reasonably requested.

ORGANIZATIONAL INFORMATION

Each fund is an open-end management investment company. The funds' headquarters are at 901 S. Marquette Ave., Suite 2810, Minneapolis, MN 55402-3268.

Each fund is owned by Accounts of participating affiliated and unaffiliated insurance companies, Qualified Plans and other qualified institutional investors authorized by the distributor, its shareholders. The shares of a fund represent an interest in that fund's assets only (and profits or losses), and, in the event of liquidation, each share of a fund would have the same rights to dividends and assets as every other share of that fund.

VOTING RIGHTS

SHAREHOLDER LIABILITY

TABLE 7. FUND HISTORY TABLE FOR RIVERSOURCE FAMILY OF FUNDS

                                                                                                             FISCAL
                                                        DATE OF       DATE BEGAN    FORM OF       STATE OF    YEAR
FUND*                                                ORGANIZATION     OPERATIONS  ORGANIZATION  ORGANIZATION   END     DIVERSIFIED**
-----                                             ------------------- ---------- -------------- ------------ ------    -------------
RIVERSOURCE BOND SERIES, INC.(2)                  4/29/81, 4/8/86(1)              Corporation      NV/MN      7/31
   RiverSource Floating Rate Fund                                       2/16/06                                             Yes
   RiverSource Income Opportunities Fund                                6/19/03                                             Yes
   RiverSource Inflation Protected Securities
      Fund                                                               3/4/04                                             No

Statement of Additional Information - April 14, 2010 Page 74

                                                                                                             FISCAL
                                                        DATE OF       DATE BEGAN    FORM OF       STATE OF    YEAR
FUND*                                                ORGANIZATION     OPERATIONS  ORGANIZATION  ORGANIZATION   END     DIVERSIFIED**
-----                                             ------------------- ---------- -------------- ------------ ------    -------------
   RiverSource Limited Duration Bond Fund                               6/19/03                                            Yes
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST                 4/7/86                   Business Trust      MA       8/31(10)
   RiverSource California Tax-Exempt Fund                               8/18/86                                            No
RIVERSOURCE DIMENSIONS SERIES, INC.               2/20/68, 4/8/86(1)              Corporation      NV/MN      7/31
   RiverSource Disciplined Small and Mid Cap
      Equity Fund                                                       5/18/06                                            Yes
   RiverSource Disciplined Small Cap Value Fund                         2/16/06                                            Yes
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC.(2)    6/27/74, 4/8/86(1)              Corporation      NV/MN      8/31
   RiverSource Diversified Bond Fund(3)                                 10/3/74                                            Yes
RIVERSOURCE EQUITY SERIES, INC.                   3/18/57, 4/8/86(1)              Corporation      NV/MN     11/30
   RiverSource Mid Cap Growth Fund(4)                                    6/4/57                                            Yes
RIVERSOURCE GLOBAL SERIES, INC.                        10/28/88                   Corporation        MN      10/31
   RiverSource Absolute Return Currency and
    Income Fund                                                         6/15/06                                            Yes
   RiverSource Emerging Markets Bond Fund                               2/16/06                                            No
   RiverSource Global Bond Fund                                         3/20/89                                            No
   Threadneedle Emerging Markets Fund(4, 5, 11)                        11/13/96                                            Yes
   Threadneedle Global Equity Fund(5, 6, 11)                            5/29/90                                            Yes
   Threadneedle Global Equity Income Fund                                8/1/08                                            Yes
   Threadneedle Global Extended Alpha Fund                               8/1/08                                            Yes
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.              3/12/85                   Corporation        MN       5/31
   RiverSource Short Duration U.S. Government
      Fund(3)                                                           8/19/85                                            Yes
   RiverSource U.S. Government Mortgage Fund                            2/14/02                                            Yes
RIVERSOURCE GOVERNMENT MONEY MARKET FUND,
   Inc.(17)                                             6/29/76         1/31/77   Corporation        MD      12/31        Yes
RIVERSOURCE HIGH YIELD INCOME SERIES, INC.              8/17/83                   Corporation        MN       5/31
   RiverSource High Yield Bond Fund(3)                                  12/8/83                                            Yes
RIVERSOURCE INCOME SERIES, INC.                   2/10/45; 4/8/86(1)              Corporation      NV/MN      1/31(7)
   RiverSource Income Builder Basic Income Fund                         2/16/06                                            Yes
   RiverSource Income Builder Enhanced Income
      Fund                                                              2/16/06                                            Yes
   RiverSource Income Builder Moderate Income
      Fund                                                              2/16/06                                            Yes
RIVERSOURCE INTERNATIONAL MANAGERS SERIES,
   Inc.(2)                                              5/9/01                    Corporation        MN      10/31
   RiverSource Partners International Select
      Growth Fund(11)                                                   9/28/01                                            Yes
   RiverSource Partners International Select
    Value Fund(11)                                                      9/28/01                                            Yes
   RiverSource Partners International Small Cap
    Fund(11)                                                            10/3/02                                            Yes
RIVERSOURCE INTERNATIONAL SERIES, INC.(2)               7/18/84                   Corporation        MN      10/31
   RiverSource Disciplined International Equity
      Fund                                                              5/18/06                                            Yes
   Threadneedle Asia Pacific Fund                                       7/15/09                                            Yes
   Threadneedle European Equity Fund(5, 11)                             6/26/00                                            Yes
   Threadneedle International Opportunity
    Fund(4, 5, 11)                                                     11/15/84                                            Yes
RIVERSOURCE INVESTMENT SERIES, INC.               1/18/40; 4/8/86(1)              Corporation      NV/MN      9/30
   RiverSource Balanced Fund(4)                                         4/16/40                                            Yes
   RiverSource Disciplined Large Cap Growth Fund                        5/17/07                                            Yes

Statement of Additional Information - April 14, 2010 Page 75

                                                                                                             FISCAL
                                                        DATE OF       DATE BEGAN    FORM OF       STATE OF    YEAR
FUND*                                                ORGANIZATION     OPERATIONS  ORGANIZATION  ORGANIZATION   END     DIVERSIFIED**
-----                                             ------------------- ---------- -------------- ------------ ------    -------------
   RiverSource Disciplined Large Cap Value Fund                          8/1/08                                            Yes
   RiverSource Diversified Equity Income Fund                          10/15/90                                            Yes
   RiverSource Mid Cap Value Fund                                       2/14/02                                            Yes
RIVERSOURCE LARGE CAP SERIES, INC.(2)             5/21/70, 4/8/86(1)              Corporation      NV/MN      7/31
   RiverSource Disciplined Equity Fund(4)                               4/24/03                                            Yes
RIVERSOURCE MANAGERS SERIES, INC.(2)                    3/20/01                   Corporation        MN       5/31
   RiverSource Partners Fundamental Value
      Fund(11)                                                          6/18/01                                            Yes
   RiverSource Partners Small Cap Value Fund(11)                        6/18/01                                            Yes
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.               8/25/89                   Corporation        MN       1/31
   RiverSource Portfolio Builder Conservative
      Fund                                                               3/4/04                                            Yes
   RiverSource Portfolio Builder Moderate
    Conservative Fund                                                    3/4/04                                            Yes
   RiverSource Portfolio Builder Moderate Fund                           3/4/04                                            Yes
   RiverSource Portfolio Builder Moderate
    Aggressive Fund                                                      3/4/04                                            Yes
   RiverSource Portfolio Builder Aggressive Fund                         3/4/04                                            Yes
   RiverSource Portfolio Builder Total Equity
      Fund                                                               3/4/04                                            Yes
   RiverSource S&P 500 Index Fund                                      10/25/99                                            Yes
   RiverSource Small Company Index Fund                                 8/19/96                                            Yes
RIVERSOURCE MONEY MARKET SERIES, INC.             8/22/75; 4/8/86(1)              Corporation      NV/MN      7/31
   RiverSource Cash Management Fund                                     10/6/75                                            Yes
RIVERSOURCE SECTOR SERIES, INC.                         3/25/88                   Corporation        MN       6/30
   RiverSource Dividend Opportunity Fund(8)                              8/1/88                                            Yes
   RiverSource Real Estate Fund                                          3/4/04                                            No
RIVERSOURCE SELECTED SERIES, INC.                       10/5/84                   Corporation        MN       3/31
   RiverSource Precious Metals and Mining Fund(9)                       4/22/85                                            No
RIVERSOURCE SERIES TRUST(14)                            1/27/06                  Business Trust      MA       4/30
   RiverSource 120/20 Contrarian Equity Fund                           10/18/07                                            Yes
   RiverSource Recovery and Infrastructure Fund                         2/19/09                                            No
   RiverSource Retirement Plus 2010 Fund                                5/18/06                                            Yes
   RiverSource Retirement Plus 2015 Fund                                5/18/06                                            Yes
   RiverSource Retirement Plus 2020 Fund                                5/18/06                                            Yes
   RiverSource Retirement Plus 2025 Fund                                5/18/06                                            Yes
   RiverSource Retirement Plus 2030 Fund                                5/18/06                                            Yes
   RiverSource Retirement Plus 2035 Fund                                5/18/06                                            Yes
   RiverSource Retirement Plus 2040 Fund                                5/18/06                                            Yes
   RiverSource Retirement Plus 2045 Fund                                5/18/06                                            Yes
RIVERSOURCE SHORT TERM INVESTMENTS SERIES,
   INC.(15)                                       4/23/68, 4/8/86(1)              Corporation      NV/MN      7/31
   RiverSource Short-Term Cash Fund                                     9/26/06                                            Yes
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST             4/7/86                   Business Trust      MA       8/31(10)
   RiverSource Minnesota Tax-Exempt Fund                                8/18/86                                            No
   RiverSource New York Tax-Exempt Fund                                 8/18/86                                            No
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.(2)        10/9/84                   Corporation        MN       9/30
   RiverSource Strategic Allocation Fund(4)                             1/23/85                                            Yes
   RiverSource Strategic Income Allocation Fund                         5/17/07                                            Yes
RIVERSOURCE STRATEGY SERIES, INC.                       1/24/84                   Corporation        MN       3/31
   RiverSource Equity Value Fund                                        5/14/84                                            Yes

Statement of Additional Information - April 14, 2010 Page 76

                                                                                                             FISCAL
                                                        DATE OF       DATE BEGAN    FORM OF       STATE OF    YEAR
FUND*                                                ORGANIZATION     OPERATIONS  ORGANIZATION  ORGANIZATION   END     DIVERSIFIED**
-----                                             ------------------- ---------- -------------- ------------ ------    -------------
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC.(2)     12/21/78; 4/8/86(1)             Corporation      NV/MN     11/30
   RiverSource Tax-Exempt High Income Fund(4)                            5/7/79                                            Yes
RIVERSOURCE TAX-EXEMPT SERIES, INC.               9/30/76, 4/8/86(1)              Corporation      NV/MN     11/30
   RiverSource Intermediate Tax-Exempt Fund                            11/13/96                                            Yes
   RiverSource Tax-Exempt Bond Fund                                    11/24/76                                            Yes
RIVERSOURCE VARIABLE SERIES TRUST(12)                   9/11/07                  Business Trust      MA      12/31
   Disciplined Asset Allocation Portfolios -
      Aggressive                                                         5/1/08                                            Yes
   Disciplined Asset Allocation Portfolios -
      Conservative                                                       5/1/08                                            Yes
   Disciplined Asset Allocation Portfolios -
      Moderate                                                           5/1/08                                            Yes
   Disciplined Asset Allocation Portfolios -
      Moderately Aggressive                                              5/1/08                                            Yes
   Disciplined Asset Allocation Portfolios -
      Moderately Conservative                                            5/1/08                                            Yes
   RiverSource Variable Portfolio - Limited
      Duration Bond Fund                                                4/14/10                                            Yes
   RiverSource Variable Portfolio - Strategic
      Income Fund                                                       4/14/10                                            Yes
   RiverSource Variable Portfolio - Balanced
      Fund(4)                                                           4/30/86                                            Yes
   RiverSource Variable Portfolio - Cash
      Management Fund                                                  10/31/81                                            Yes
   RiverSource Variable Portfolio - Core Equity
      Fund                                                              9/10/04                                            Yes
   RiverSource Variable Portfolio - Diversified
      Bond Fund(3)                                                     10/13/81                                            Yes
   RiverSource Variable Portfolio - Diversified
      Equity Income Fund                                                9/15/99                                            Yes
   RiverSource Variable Portfolio - Dynamic
      Equity Fund(5, 16)                                               10/13/81                                            Yes
   RiverSource Variable Portfolio - Global Bond
      Fund                                                               5/1/96                                            No
   RiverSource Variable Portfolio - Global
      Inflation Protected Securities Fund(13)                           9/13/04                                            No
   RiverSource Variable Portfolio - High Yield
      Bond Fund(3)                                                       5/1/96                                            Yes
   RiverSource Variable Portfolio - Income
      Opportunities Fund                                                 6/1/04                                            Yes
   RiverSource Variable Portfolio - Mid Cap
      Growth Fund(4)                                                     5/1/01                                            Yes
   RiverSource Variable Portfolio - Mid Cap
      Value Fund                                                         5/2/05                                            Yes
   RiverSource Variable Portfolio - S&P 500
      Index Fund                                                         5/1/00                                            Yes
   RiverSource Variable Portfolio - Short
      Duration U.S. Government Fund(3)                                  9/15/99                                            Yes
   Seligman Variable Portfolio - Growth Fund(16)                        9/15/99                                            Yes
   Seligman Variable Portfolio - Larger-Cap
      Value Fund(16)                                                    02/4/04                                            Yes
   Seligman Variable Portfolio - Smaller-Cap
      Value Fund(16)                                                    9/15/99                                            Yes
   Threadneedle Variable Portfolio - Emerging
      Markets Fund(4, 5, 11)                                             5/1/00                                            Yes

Statement of Additional Information - April 14, 2010 Page 77

                                                                                                             FISCAL
                                                        DATE OF       DATE BEGAN    FORM OF       STATE OF    YEAR
FUND*                                                ORGANIZATION     OPERATIONS  ORGANIZATION  ORGANIZATION   END     DIVERSIFIED**
-----                                             ------------------- ---------- -------------- ------------ ------    -------------
   Threadneedle Variable Portfolio
      - International Opportunity Fund(4, 5, 11)                        1/13/92                                            Yes
   Variable Portfolio - Aggressive Portfolio                            4/14/10                                            Yes
   Variable Portfolio - AllianceBernstein
      International Value Fund                                          4/14/10                                            Yes
   Variable Portfolio - American Century
      Diversified Bond Fund                                             4/14/10                                            Yes
   Variable Portfolio - American Century Growth
      Fund                                                              4/14/10                                            Yes
   Variable Portfolio - Conservative Portfolio                          4/14/10                                            Yes
   Variable Portfolio - Davis New York Venture
      Fund(11, 18)                                                       5/1/06                                            Yes
   Variable Portfolio - Eaton Vance
      Floating-Rate Income Fund                                         4/14/10                                            Yes
   Variable Portfolio - Goldman Sachs Mid Cap
      Value Fund(11, 18)                                                 2/4/04                                            Yes
   Variable Portfolio - International Fund                              4/14/10                                            Yes
   Variable Portfolio - Invesco International
      Growth Fund                                                       4/14/10                                            Yes
   Variable Portfolio - J.P. Morgan Core Bond
      Fund                                                              4/14/10                                            Yes
   Variable Portfolio - Jennison Mid Cap Growth
      Fund                                                              4/14/10                                            Yes
   Variable Portfolio - Marsico Growth Fund                             4/14/10                                            Yes
   Variable Portfolio - MFS Value Fund                                  4/14/10                                            Yes
   Variable Portfolio - Moderate Portfolio                              4/14/10                                            Yes
   Variable Portfolio - Moderately Aggressive
      Portfolio                                                         4/14/10                                            Yes
   Variable Portfolio - Moderately Conservative
      Portfolio                                                         4/14/10                                            Yes
   Variable Portfolio - Mondrian International
      Small Cap Fund                                                    4/14/10                                            Yes
   Variable Portfolio - Morgan Stanley Global
      Real Estate Fund                                                  4/14/10                                            No
   Variable Portfolio - NFJ Dividend Value Fund                         4/14/10                                            Yes
   Variable Portfolio - Partners Small Cap
      Growth Fund                                                       4/14/10                                            Yes
   Variable Portfolio - Partners Small Cap Value
      Fund(11, 18)                                                      8/14/01                                            Yes
   Variable Portfolio - PIMCO Mortgage-Backed
      Securities Fund                                                   4/14/10                                            Yes
   Variable Portfolio - Pyramis International
      Equity Fund                                                       4/14/10                                            Yes
   Variable Portfolio - U.S. Equity Fund                                4/14/10                                            Yes
   Variable Portfolio - UBS Large Cap Growth Fund                       4/14/10                                            Yes
   Variable Portfolio - Wells Fargo Short
      Duration Government Fund                                          4/14/10                                            Yes
SELIGMAN CAPITAL FUND, INC.                            10/21/68         10/9/69   Corporation        MD      12/31         Yes
SELIGMAN COMMUNICATIONS AND INFORMATION FUND,
   INC.                                                 10/8/82         6/23/83   Corporation        MD      12/31         Yes
SELIGMAN FRONTIER FUND, INC.                            7/9/84         12/10/84   Corporation        MD      10/31         Yes
SELIGMAN GLOBAL FUND SERIES, INC.                      11/22/91                   Corporation        MD      10/31
 Seligman Global Technology Fund                                        5/23/94                                            Yes
SELIGMAN GROWTH FUND, INC.                              1/26/37          4/1/37   Corporation        MD      12/31         Yes

Statement of Additional Information - April 14, 2010 Page 78

                                                                                                             FISCAL
                                                        DATE OF       DATE BEGAN    FORM OF       STATE OF    YEAR
FUND*                                                ORGANIZATION     OPERATIONS  ORGANIZATION  ORGANIZATION   END     DIVERSIFIED**
-----                                             ------------------- ---------- -------------- ------------ ------    -------------
SELIGMAN LASALLE REAL ESTATE FUND SERIES, INC.          5/30/03                   Corporation        MD      12/31
   RiverSource LaSalle Global Real Estate
      Fund(17)                                                         12/29/06                                            No
   RiverSource LaSalle Monthly Dividend Real
      Estate Fund(17)                                                   7/16/03                                            Yes
SELIGMAN MUNICIPAL FUND SERIES, INC.                    8/8/83                    Corporation        MD       9/30
   Seligman National Municipal Class                                   12/31/83                                            Yes
   Seligman Minnesota Municipal Class                                  12/30/83                                            No
   Seligman New York Municipal Class                                     1/3/84                                            No
SELIGMAN MUNICIPAL SERIES TRUST                         7/25/84                  Business Trust      MA       9/30
   Seligman California Municipal High-Yield
      Series                                                           11/20/84                                            No
   Seligman California Municipal Quality Series                        11/20/84                                            No
SELIGMAN PORTFOLIOS, INC.                               7/1/87                    Corporation        MD      12/31
   Seligman Capital Portfolio                                           6/21/88                                            Yes
   Seligman Common Stock Portfolio                                      6/21/88                                            Yes
   Seligman Communications and Information
      Portfolio                                                        10/11/94                                            Yes
   Seligman Global Technology Portfolio                                  5/1/96                                            Yes
   Seligman International Growth Portfolio                               5/3/93                                            Yes
   Seligman Investment Grade Fixed Income
      Portfolio                                                         6/21/88                                            Yes
   Seligman Large-Cap Value Portfolio                                    5/1/98                                            Yes
   Seligman Smaller-Cap Value Portfolio                                  5/1/98                                            Yes
SELIGMAN TARGETHORIZON ETF PORTFOLIOS, INC.             7/6/05                    Corporation        MD       9/30
   Seligman TargETFund 2015                                             10/3/05                                            Yes
   Seligman TargETFund 2025                                             10/3/05                                            Yes
   Seligman TargETFund 2035                                             10/2/06                                            Yes
   Seligman TargETFund 2045                                             10/2/06                                            Yes
   Seligman TargETFund Core                                             10/3/05                                            Yes
SELIGMAN VALUE FUND SERIES, INC.                        1/27/97                   Corporation        MD      12/31
   Seligman Large-Cap Value Fund                                        4/25/97                                            Yes
   Seligman Smaller-Cap Value Fund                                      4/25/97                                            Yes

* Effective Oct. 1, 2005 American Express Funds changed its name to RiverSource funds and the names Threadneedle and Partners were removed from fund names.

(1) Date merged into a Minnesota corporation incorporated on April 8, 1986.

(2) Effective April 21, 2006, AXP Discovery Series, Inc. changed its name to RiverSource Bond Series, Inc.; AXP Fixed Income Series, Inc. changed its name to RiverSource Diversified Income Series, Inc.; AXP Growth Series, Inc. changed its name to RiverSource Large Cap Series, Inc.; AXP High Yield Tax-Exempt Series, Inc. changed its name to RiverSource Tax-Exempt Income Series, Inc.; AXP Managed Series, Inc. changed its name to RiverSource Strategic Allocation Series, Inc.; AXP Partners International Series, Inc. changed its name to RiverSource International Managers Series, Inc.; AXP Partners Series, Inc. changed its name to RiverSource Managers Series, Inc.; AXP Tax-Free Money Series, Inc. changed its name to RiverSource Tax-Exempt Money Market Series, Inc.; and for all other corporations and business trusts, AXP was replaced with RiverSource in the registrant name.

Statement of Additional Information - April 14, 2010 Page 79

its name to Tax-Exempt Money Market Fund, and Threadneedle International Fund changed its name to International Opportunity Fund. Variable Portfolio
- Equity Select Fund changed its name to Variable Portfolio - Mid Cap Growth Fund, Variable Portfolio - Threadneedle Emerging Markets Fund changed its name to Variable Portfolio - Emerging Markets Fund, Variable Portfolio - Threadneedle International Fund changed its name to Variable Portfolio - International Opportunity Fund, and Variable Portfolio - Managed Fund changed its name to Variable Portfolio - Balanced Fund.

(5) Effective July 9, 2004, Emerging Markets Fund changed its name to Threadneedle Emerging Markets Fund, European Equity Fund changed its name to Threadneedle European Equity Fund, Global Equity Fund changed its name to Threadneedle Global Equity Fund, and International Fund changed its name to Threadneedle International Fund, Variable Portfolio - Capital Resource Fund changed its name to Variable Portfolio - Large Cap Equity Fund, Variable Portfolio - Emerging Markets Fund changed its name to Variable Portfolio - Threadneedle Emerging Markets Fund and Variable Portfolio - International Fund changed its name to Variable Portfolio - Threadneedle International Fund.

(6) Effective Oct. 20, 2003, Global Growth Fund changed its name to Global Equity Fund.

(7) Effective Jan. 31, 2008, the fiscal year end was changed from May 31 to Jan. 31.

(8) Effective Feb. 18, 2004, Utilities Fund changed its name to Dividend Opportunity Fund.

(9) Effective Nov. 1, 2006, Precious Metals Fund changed its name to Precious Metals and Mining Fund.

(10) Effective April 13, 2006, the fiscal year end was changed from June 30 to Aug. 31.

(11) Effective March 31, 2008, RiverSource Emerging Markets Fund changed its name to Threadneedle Emerging Markets Fund; RiverSource Global Equity Fund changed its name to Threadneedle Global Equity Fund; RiverSource European Equity Fund changed its name to Threadneedle European Equity Fund; RiverSource International Opportunity Fund changed its name to Threadneedle International Opportunity Fund; RiverSource International Aggressive Growth Fund changed its name to RiverSource Partners International Select Growth Fund; RiverSource International Select Value Fund changed its name to RiverSource Partners International Select Value Fund; RiverSource International Small Cap Fund changed its name to RiverSource Partners International Small Cap Fund; RiverSource Aggressive Growth Fund changed its name to RiverSource Partners Aggressive Growth Fund; RiverSource Fundamental Value Fund changed its name to RiverSource Partners Fundamental Value Fund; RiverSource Select Value Fund changed its name to RiverSource Partners Select Value Fund; RiverSource Small Cap Equity Fund changed its name to RiverSource Partners Small Cap Equity Fund; RiverSource Small Cap Value Fund changed its name to RiverSource Partners Small Cap Value Fund; RiverSource Small Cap Growth Fund changed its name to RiverSource Partners Small Cap Growth Fund; RiverSource Variable Portfolio - Fundamental Value Fund changed its name to RiverSource Partners Variable Portfolio - Fundamental Value Fund; RiverSource Variable Portfolio - Select Value Fund changed its name to RiverSource Partners Variable Portfolio - Select Value Fund; and RiverSource Variable Portfolio - Small Cap Value Fund changed its name to RiverSource Partners Variable Portfolio - Small Cap Value Fund.

(12) Prior to January 2008, the assets of the funds in RiverSource Variable Series Trust were held by funds organized under six separate Minnesota Corporations.

(13) Effective June 8, 2005, Variable Portfolio - Inflation Protected Securities Fund changed its name to Variable Portfolio - Global Inflation Protected Securities Fund.

(14) Prior to September 11, 2007, RiverSource Series Trust was known as RiverSource Retirement Series Trust.

(15) Prior to April 21, 2006, RiverSource Short Term Investments Series, Inc. was known as AXP Stock Series, Inc.

BOARD MEMBERS AND OFFICERS

Statement of Additional Information - April 14, 2010 Page 80

TABLE 8. BOARD MEMBERS

INDEPENDENT BOARD MEMBERS*

POSITION HELD OTHER PRESENT OR PAST
WITH FUNDS AND PRINCIPAL OCCUPATION DIRECTORSHIPS
NAME, ADDRESS, AGE LENGTH OF SERVICE DURING PAST FIVE YEARS (WITHIN PAST 5 YEARS) COMMITTEE MEMBERSHIPS
---------------------- ------------------ --------------------------- ------------------------ -----------------------------
Kathleen Blatz Board member Chief Justice, Minnesota None Board Governance,
901 S. Marquette Ave. since 1/11/06 Supreme Court, 1998-2006; Compliance, Investment
Minneapolis, MN 55402 Attorney Review, Audit
Age 55

Arne H. Carlson Board member Chair, RiverSource Family None Board Governance,
901 S. Marquette Ave. since 1/5/99 of Funds, 1999-2006; former Compliance, Contracts,
Minneapolis, MN 55402 Governor of Minnesota Executive, Investment Review
Age 75

Anne P. Jones Board member Attorney and Consultant None Board Governance,
901 S. Marquette Ave. since 3/1/85 Compliance, Executive,
Minneapolis, MN 55402 Investment Review, Audit
Age 75

* Mr. Laikind may be deemed, as a technical matter, an interested person of RiverSource Variable Series Trust because he serves as an independent director of a broker-dealer that has executed transactions for subadvisers to certain of the funds.

Statement of Additional Information - April 14, 2010 Page 81

BOARD MEMBER AFFILIATED WITH RIVERSOURCE INVESTMENTS*

                            POSITION HELD                                             OTHER PRESENT OR PAST
                           WITH FUNDS AND             PRINCIPAL OCCUPATION                 DIRECTORSHIPS       COMMITTEE
  NAME, ADDRESS, AGE     LENGTH OF SERVICE           DURING PAST FIVE YEARS           (WITHIN PAST 5 YEARS)   MEMBERSHIPS
----------------------   -----------------   --------------------------------------   ---------------------   -----------
William F. Truscott      Board member        President - U.S. Asset Management and    None                    None
53600 Ameriprise         since 11/7/01,      Chief Investment Officer, Ameriprise
Financial Center         Vice President      Financial, Inc. since 2005; President,
Minneapolis, MN 55474    since 2002          Chairman of the Board and Chief
Age 49                                       Investment Officer, RiverSource
                                             Investments, LLC since 2001; Director,
                                             President and Chief Executive Officer,
                                             Ameriprise Certificate Company since
                                             2006; Chairman of the Board and Chief
                                             Executive Officer, RiverSource
                                             Distributors, Inc. since 2006 and of
                                             RiverSource Fund Distributors, Inc.
                                             since 2008; Senior Vice President -
                                             Chief Investment Officer, Ameriprise
                                             Financial, Inc., 2001-2005

* Interested person (as defined under the 1940 Act) by reason of being an officer, director, security holder and/or employee of RiverSource Investments or Ameriprise Financial.

TABLE 9. FUND OFFICERS

                                  POSITION HELD WITH FUNDS AND
       NAME, ADDRESS, AGE               LENGTH OF SERVICE         PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
-------------------------------   ----------------------------   --------------------------------------------
Patrick T. Bannigan               President since 11/8/06        Director and Senior Vice President - Asset
172 Ameriprise Financial Center                                  Management, Products and Marketing,
Minneapolis, MN 55474                                            RiverSource Investments, LLC and Director
Age 44                                                           and Vice President - Asset Management,
                                                                 Products and Marketing, RiverSource
                                                                 Distributors, Inc. since 2006 and of
                                                                 RiverSource Fund Distributors, Inc. since
                                                                 2008; Managing Director and Global Head of
                                                                 Product, Morgan Stanley Investment
                                                                 Management, 2004-2006; President, Touchstone
                                                                 Investments, 2002-2004

Amy K. Johnson                    Vice President since 12/5/06   Chief Administrative Officer, RiverSource
5228 Ameriprise Financial Center                                 Investments, LLC since 2009; Vice President
Minneapolis, MN 55474                                            - Asset Management and Trust Company
Age 44                                                           Services, RiverSource Investments, LLC,
                                                                 2006-2009; Vice President - Operations and
                                                                 Compliance, RiverSource Investments, LLC,
                                                                 2004-2006; Director of Product Development -
                                                                 Mutual Funds, Ameriprise Financial, Inc.,
                                                                 2001-2004

Jeffrey P. Fox                    Treasurer since 7/10/02        Vice President - Investment Accounting,
105 Ameriprise Financial Center                                  Ameriprise Financial, Inc. since 2002; Chief
Minneapolis, MN 55474                                            Financial Officer, RiverSource Distributors,
Age 54                                                           Inc. since 2006 and of RiverSource Fund
                                                                 Distributors, Inc. since 2008

Statement of Additional Information - April 14, 2010 Page 82

                                  POSITION HELD WITH FUNDS AND
       NAME, ADDRESS, AGE               LENGTH OF SERVICE         PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
-------------------------------   ----------------------------   --------------------------------------------
Scott R. Plummer                  Vice President, General        Vice President and Chief Counsel - Asset
5228 Ameriprise Financial Center  Counsel and Secretary since    Management, Ameriprise Financial, Inc. since
Minneapolis, MN 55474             12/5/06                        2005; Chief Counsel, RiverSource
Age 50                                                           Distributors, Inc. and Chief Legal Officer
                                                                 and Assistant Secretary, RiverSource
                                                                 Investments, LLC since 2006; Chief Counsel,
                                                                 RiverSource Fund Distributors, Inc. since
                                                                 2008; Vice President, General Counsel and
                                                                 Secretary, Ameriprise Certificate Company
                                                                 since 2005; Vice President - Asset
                                                                 Management Compliance, Ameriprise Financial,
                                                                 Inc., 2004-2005; Senior Vice President and
                                                                 Chief Compliance Officer, USBancorp Asset
                                                                 Management, 2002-2004

Eleanor T.M. Hoagland             Chief Compliance Officer       Chief Compliance Officer, RiverSource
100 Park Avenue                   since 4/7/09                   Investments, LLC, Ameriprise Certificate
New York, NY 10017                                               Company and RiverSource Service Corporation
Age 58                                                           since 2009; Chief Compliance Officer for
                                                                 each of the Seligman funds since 2004;
                                                                 Anti-Money Laundering Prevention Officer and
                                                                 Identity Theft Prevention Officer for each
                                                                 of the Seligman funds, 2008-2009; Managing
                                                                 Director, J. & W. Seligman & Co.
                                                                 Incorporated and Vice-President for each of
                                                                 the funds, 2004-2008.

Neysa M. Alecu                    Money Laundering Prevention    Vice President - Compliance, Ameriprise
2934 Ameriprise Financial Center  Officer since 11/9/05 and      Financial, Inc. since 2008; Anti-Money
Minneapolis, MN 55474             Identity Theft Prevention      Laundering Officer, Ameriprise Financial,
Age 46                            Officer since 2008             Inc. since 2005; Compliance Director,
                                                                 Ameriprise Financial, Inc., 2004-2008

RESPONSIBILITIES OF BOARD WITH RESPECT TO FUND MANAGEMENT

COMMITTEES OF THE BOARD

Mr. Lewis, as Chair of the Board, acts as a point of contact between the Independent Directors and the investment manager between Board meetings in respect of general matters.

Statement of Additional Information - April 14, 2010 Page 83

days before the date of the proxy statement for the previous year's annual meeting of shareholders, if such a meeting is held. The committee will consider only one candidate submitted by such a shareholder or group for nomination for election at a meeting of shareholders. The committee will not consider self-nominated candidates or candidates nominated by members of a candidate's family, including such candidate's spouse, children, parents, uncles, aunts, grandparents, nieces and nephews.

The committee will consider and evaluate candidates submitted by the nominating shareholder or group on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. The committee may take into account a wide variety of factors in considering director candidates, including (but not limited to): (i) the candidate's knowledge in matters relating to the investment company industry; (ii) any experience possessed by the candidate as a director or senior officer of other public or private companies; (iii) the candidate's educational background; (iv) the candidate's reputation for high ethical standards and personal and professional integrity;
(v) any specific financial, technical or other expertise possessed by the candidate, and the extent to which such expertise would complement the Board's existing mix of skills and qualifications; (vi) the candidate's perceived ability to contribute to the ongoing functions of the Board, including the candidate's ability and commitment to attend meetings regularly, work collaboratively with other members of the Board and carry out his or her duties in the best interests of the fund; (vii) the candidate's ability to qualify as an independent director; and (viii) such other criteria as the committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies or other factors.

                                                                    PROFESSIONAL BACKGROUND
                             ----------------------------------------------------------------------------------------------------
                               FOR                                                                                        AUDIT
                              PROFIT;   NON-PROFIT;                                                                    COMMITTEE;
                             CIO/CFO;   GOVERNMENT;                   LEGAL;                           DISTRIBUTION;    FINANCIAL
    NAME        GEOGRAPHIC    CEO/COO      CEO        INVESTMENT   REGULATORY   POLITICAL   ACADEMIC     MARKETING       EXPERT
    ----        ----------   --------   -----------   ----------   ----------   ---------   --------   -------------   ----------
Blatz               MN                       X                          X           X
Carlson             MN                       X                                      X
Carlton             NY                                     X            X                                                   X
Flynn               MA                                                                          X
Jones               MD                                                  X                                                   X
Laikind             NY           X                         X                                                  X             X
Lewis               MN                       X                                                  X
Maher               CT           X                         X                                                                X
Paglia              NY           X                         X                                                                X
Richie              MI           X                                      X
Taunton-Rigby       MA           X                         X                                                                X

Statement of Additional Information - April 14, 2010 Page 84

DISTRIBUTION COMMITTEE -- Reviews and supports product development, marketing, sales activity and practices related to the funds and will report to the Board as appropriate.

EXECUTIVE COMMITTEE -- Acts for the Board between meetings of the Board.

Statement of Additional Information - April 14, 2010 Page 85

BOARD MEMBER HOLDINGS

The following table shows the dollar range of equity securities beneficially owned on Dec. 31, 2009 of all funds overseen by the Board members. All shares of the Variable Portfolio funds are owned by life insurance companies and are not available for purchase by individuals. Consequently no Board member owns any shares of Variable Portfolio funds.

TABLE 10. BOARD MEMBER HOLDINGS -- ALL FUNDS

Based on net asset values as of Dec. 31, 2009:

                         AGGREGATE DOLLAR RANGE OF EQUITY
                                 SECURITIES OF ALL
BOARD MEMBER             FUNDS OVERSEEN BY BOARD MEMBER
------------             --------------------------------
Kathleen Blatz                     Over $100,000
Arne H. Carlson                    Over $100,000
Pamela G. Carlton                  Over $100,000
Patricia M. Flynn                  Over $100,000*
Anne P. Jones                      Over $100,000
Jeffrey Laikind                    Over $100,000
Stephen R. Lewis, Jr.              Over $100,000*
John F. Maher                      Over $100,000*
Catherine James Paglia             Over $100,000*
Leroy C. Richie                    Over $100,000
Alison Taunton-Rigby               Over $100,000
William F. Truscott                Over $100,000

* Includes deferred compensation invested in share equivalents.

As of 30 days prior to the date of this SAI, the Board members and officers as a group owned less than 1% of the outstanding shares of any class of any fund.

COMPENSATION OF BOARD MEMBERS

The independent Board members may elect to defer payment of up to 100% of the compensation they receive in accordance with a Deferred Compensation Plan (the Deferred Plan). Under the Deferred Plan, a Board member may elect to have his or her deferred compensation treated as if they had been invested in shares of one or more RiverSource funds and the amount paid to the Board member under the Deferred Plan will be determined based on the performance of such investments. Distributions may be taken in a lump sum or over a period of years. The Deferred Plan will remain unfunded for federal income tax purposes under the Internal

Statement of Additional Information - April 14, 2010 Page 86

Revenue Code of 1986, as amended. It is anticipated that deferral of Board member compensation in accordance with the Deferred Plan will have, at most, a negligible impact on Fund assets and liabilities.

INFORMATION REGARDING PENDING AND SETTLED LEGAL PROCEEDINGS

On November 7, 2008, RiverSource Investments, LLC, a subsidiary of Ameriprise Financial, Inc., acquired J.&W. Seligman & Co., Inc. ("Seligman"). In late 2003, Seligman conducted an extensive internal review concerning mutual fund trading practices. Seligman's review, which covered the period 2001-2003, noted one arrangement that permitted frequent trading in certain open-end registered investment companies managed by Seligman (the "Seligman Funds"); this arrangement was in the process of being closed down by Seligman before September 2003. Seligman identified three other arrangements that permitted frequent trading, all of which had been terminated by September 2002. In January 2004, Seligman, on a voluntary basis, publicly disclosed these four arrangements to its clients and to shareholders of the Seligman Funds. Seligman also provided information concerning mutual fund trading practices to the SEC and the Office of the Attorney General of the State of New York ("NYAG"). In September 2005, the New York staff of the SEC indicated that it was considering recommending to the Commissioners of the SEC the instituting of a formal action against Seligman and the distributor of the Seligman Funds, Seligman Advisors, Inc. (which is now known as RiverSource Fund Distributors, Inc.), relating to frequent trading in the Seligman Funds. Seligman responded to the staff in October 2005 that it believed that any action would be both inappropriate and unnecessary, especially in light of the fact that Seligman had previously resolved the underlying issue with the Independent Directors of the Seligman Funds and made recompense to the affected Seligman Funds.

In September 2006, the NYAG commenced a civil action in New York State Supreme Court against Seligman, Seligman Advisors, Inc., Seligman Data Corp. and Brian T. Zino (collectively, the "Seligman Parties"), alleging, in substance, that the Seligman Parties permitted various persons to engage in frequent trading and, as a result, the prospectus disclosure used by the registered investment companies then managed by Seligman is and has been misleading. The NYAG included other related claims and also claimed that the fees charged by Seligman to the Seligman Funds were excessive. On March 13, 2009, without admitting or denying any violations of law or wrongdoing, the Seligman Parties entered into a stipulation of settlement with the NYAG and settled the claims made by the NYAG. Under the terms of the settlement, Seligman will pay $11.3 million to four Seligman Funds. This settlement resolved all outstanding matters between the Seligman Parties and the NYAG. In addition to the foregoing matter, the New York staff of the SEC indicated in September 2005 that it was considering recommending to the Commissioners of the SEC the instituting of a formal action against Seligman and Seligman Advisors, Inc. relating to frequent trading in the Seligman Funds. Seligman responded to the staff in

Statement of Additional Information - April 14, 2010 Page 87

October 2005 that it believed that any action would be both inappropriate and unnecessary, especially in light of the fact that Seligman had previously resolved the underlying issue with the Independent Directors of the Seligman Funds and made recompense to the affected Seligman Funds. There have been no further developments with the SEC on this matter.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The financial statements, when available, will be audited by the independent registered public accounting firm, Ernst & Young LLP, 220 South 6th Street, Suite 1400, Minneapolis, MN 55402-3900. The independent registered public accounting firm also provides other accounting and tax-related services as requested by the fund.

Statement of Additional Information - April 14, 2010 Page 88

APPENDIX A

DESCRIPTION OF RATINGS

STANDARD & POOR'S LONG-TERM DEBT RATINGS

The debt rating is not a recommendation to purchase, sell, or hold a security, inasmuch as it does not comment as to market price or suitability for a particular investor.

The ratings are based, in varying degrees, on the following considerations:

- Likelihood of default capacity and willingness of the obligor as to the timely payment of interest and repayment of principal in accordance with the terms of the obligation.

- Nature of and provisions of the obligation.

INVESTMENT GRADE

Debt rated AAA has the highest rating assigned by Standard & Poor's. Capacity to pay interest and repay principal is extremely strong.

Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in a small degree.

SPECULATIVE GRADE

Statement of Additional Information - April 14, 2010 Page 89

Debt rated CC typically is applied to debt subordinated to senior debt that is assigned an actual or implied CCC rating.

The rating CI is reserved for income bonds on which no interest is being paid.

MOODY'S LONG-TERM DEBT RATINGS

Ba - Bonds that are rated Ba are judged to have speculative elements -- their future cannot be considered as well-assured. Often the protection of interest and principal payments may be very moderate, and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

Caa - Bonds that are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca - Bonds that are rated Ca represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds that are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

Statement of Additional Information - April 14, 2010 Page 90

FITCH'S LONG-TERM DEBT RATINGS

Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated.

INVESTMENT GRADE

SPECULATIVE GRADE

CCC: Bonds have certain identifiable characteristics that, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest and/or principal seems probable over time.

C: Bonds are in imminent default in payment of interest or principal.

Statement of Additional Information - April 14, 2010 Page 91

SHORT-TERM RATINGS

STANDARD & POOR'S COMMERCIAL PAPER RATINGS

A Standard & Poor's commercial paper rating is a current assessment of the likelihood of timely payment of debt considered short-term in the relevant market.

Ratings are graded into several categories, ranging from A-1 for the highest quality obligations to D for the lowest. These categories are as follows:

A-1  This highest category indicates that the degree of safety regarding timely
     payment is strong. Those issues determined to possess extremely strong
     safety characteristics are denoted with a plus sign (+) designation.

A-2  Capacity for timely payment on issues with this designation is
     satisfactory. However, the relative degree of safety is not as high as for
     issues designated A-1.

A-3  Issues carrying this designation have adequate capacity for timely payment.
     They are, however, more vulnerable to the adverse effects of changes in
     circumstances than obligations carrying the higher designations.

B    Issues are regarded as having only speculative capacity for timely payment.

C    This rating is assigned to short-term debt obligations with doubtful
     capacity for payment.

D    Debt rated D is in payment default. The D rating category is used when
     interest payments or principal payments are not made on the date due, even
     if the applicable grace period has not expired, unless S&P believes that
     such payments will be made during such grace period.

STANDARD & POOR'S MUNI BOND AND NOTE RATINGS

Note rating symbols and definitions are as follows:

SP-1 Strong capacity to pay principal and interest. Issues determined to possess very strong characteristics are given a plus (+) designation.

SP-2 Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

SP-3 Speculative capacity to pay principal and interest.

Municipal bond rating symbols and definitions are as follows:

Standard & Poor's rating SP-2 indicates satisfactory capacity to pay principal and interest.

Standard & Poor's rating SP-3 indicates speculative capacity to pay principal and interest.

Statement of Additional Information - April 14, 2010 Page 92

MOODY'S SHORT-TERM RATINGS

Moody's employs the following three designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers:

Issuers rated Prime-l (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-l repayment ability will often be evidenced by many of the following characteristics: (i) leading market positions in well-established industries, (ii) high rates of return on funds employed, (iii) conservative capitalization structure with moderate reliance on debt and ample asset protection, (iv) broad margins in earnings coverage of fixed financial charges and high internal cash generation, and (v) well established access to a range of financial markets and assured sources of alternate liquidity.

Issuers rated Not Prime do not fall within any of the Prime rating categories.

MOODY'S SHORT-TERM MUNI BONDS AND NOTES

Short-term municipal bonds and notes are rated by Moody's. The ratings reflect the liquidity concerns and market access risks unique to notes.

Moody's MIG 2/VMIG 2 indicates high quality. Margins of protection are ample although not so large as in the preceding group.

FITCH'S SHORT-TERM RATINGS

Fitch short-term ratings are as follows:

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.

Statement of Additional Information - April 14, 2010 Page 93

F-1: Very Strong Credit Quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated F-1+.

F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as for issues assigned F-1+ and F-1 ratings.

D: Default. Issues assigned this rating are in actual or imminent payment default.

S-6546-20 A (5/10)

Statement of Additional Information - April 14, 2010 Page 94

PART C. OTHER INFORMATION

Item 28. Exhibits

(a)(1) Amendment No. 1 to the Agreement and Declaration of Trust effective Sept. 11, 2007, filed electronically on or about Sept. 28, 2007 as Exhibit (a) to Registrant's Registration Statement No. 333-146374 is incorporated by reference.

(a)(2) Amendment No. 2 to the Agreement and Declaration of Trust effective April 9, 2008, filed electronically on or about April 21, 2008 as Exhibit (a)(2) to Registrant's Post-Effective Amendment No. 2 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(3) Amendment No. 3 to the Agreement and Declaration of Trust effective Jan. 8, 2009 filed electronically on or about April 29, 2009 as Exhibit (a)(3) to Registrant's Post-Effective Amendment No. 5 to Registration Statement No. 333-146374 is incorporated by reference.

(a)(4) Amendment No. 4 to the Agreement and Declaration of Trust effective Jan. 14, 2010 is filed electronically herewith as Exhibit (a)(4) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(b) By-laws filed electronically on or about Sept. 28, 2007 as Exhibit (b) to Registrant's Registration Statement No. 333-146374 are incorporated by reference.

(d)(1) Form of Investment Management Services Agreement, between Registrant and RiverSource Investments, LLC is filed electronically herewith as Exhibit (d)(1) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(d)(2) Form of Subadvisory Agreement between RiverSource Investments, LLC and a Subadviser is filed electronically herewith as Exhibit (d)(2) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(d)(3) Subadvisory Agreement, dated June 11, 2008 between RiverSource Investments, LLC and Threadneedle International Limited, filed electronically on or about Oct. 29, 2008 as Exhibit (d)(2) to RiverSource Global Series, Inc. Post-Effective Amendment No. 57 to Registration Statement No. 33-25824 is incorporated by reference.

(d)(4) Amendment One to Amended and Restated Subadvisory Agreement, dated July 13, 2009, between RiverSource Investments, LLC and Threadneedle International Limited filed electronically on or about Dec. 29. 2009 as Exhibit (d)(3) to RiverSource International Series, Inc. Post-Effective Amendment No. 52 to Registration Statement No. 2-92309 is incorporated by reference.

(e) Form of Distribution Agreement between Registrant and RiverSource Fund Distributors, Inc., is filed electronically herewith as Exhibit (e) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(f) Deferred Compensation Plan, amended and restated Jan. 1, 2009, filed electronically on or about Jan. 27, 2009 as Exhibit (f) to RiverSource Equity Series, Inc. Post-Effective Amendment No. 105 to Registration Statement No. 2-13188 is incorporated by reference.

(g) Form of Master Global Custody Agreement with JP Morgan Chase Bank, N.A. filed electronically on or about Dec. 23, 2008 as Exhibit (g) to RiverSource International Mangers, Inc. Post-Effective Amendment No. 18 to Registration Statement No. 333-64010 is incorporated by reference.

(h)(1) Form of Administrative Services Agreement between Registrant and Ameriprise Financial, Inc. is filed electronically herewith as Exhibit
(h)(1) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(h)(2) Form of Transfer Agency and Servicing Agreement between Registrant and RiverSource Service Corporation is filed electronically herewith as Exhibit (h)(2) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(h)(3) Form of Master Fee Cap/Fee Waiver Agreement between RiverSource Investments, LLC, Ameriprise Financial, Inc., RiverSource Service Corporation, RiverSource Fund Distributors, Inc. and the Registrant is filed electronically herewith as Exhibit (h)(3) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(h)(4) License Agreement, effective May 1, 2006, amended and restated as of Nov. 12, 2008, between Ameriprise Financial, Inc. and RiverSource Family of Funds filed electronically on or about Feb. 27, 2009 as Exhibit (h)(4) to RiverSource Variable Series Trust Post-Effective Amendment No. 4 to Registration Statement No. 333-146374 is incorporated by reference.

(h)(5) Form of License Agreement, dated July 10, 2004, between Threadneedle Asset Management Holdings Limited and the Registrant filed electronically on or about Dec. 24, 2008 as Exhibit (h)(10) to RiverSource Global Series, Inc. Post-Effective Amendment No. 58 to Registration Statement No. 33-25824 is incorporated by reference.

(h)(6) Form of License Agreement Amendment, dated May 15, 2008, between Threadneedle Asset Management Holdings Limited and RiverSource Global Series, Inc., RiverSource International Series, Inc. and RiverSource Variable Series Trust filed electronically on or about June 30, 2008 as Exhibit (h)(10) to RiverSource Global Series, Inc. Post-Effective Amendment No. 56 to Registration Statement No. 33-25824 is incorporated by reference.

(h)(7) Form of License Agreement Amendment between Threadneedle Asset Management Holdings Limited and RiverSource Global Series, Inc., RiverSource International Series, Inc. and RiverSource Variable Series Trust filed electronically on or about July 8, 2009 as Exhibit (h)(10) to RiverSource International Series, Inc. Post-Effective Amendment No. 51 to Registration Statement No. 2-92309 is incorporated by reference.

(h)(8) Agreement and Plan of Reorganization, dated Sept. 11, 2007, between RiverSource Variable Portfolio Funds, as series of Minnesota corporations, and corresponding RiverSource Variable Portfolio Funds, each a series of RiverSource Variable Portfolio Trust, a Massachusetts business trust, and between RiverSource Variable Portfolio - Core Bond Fund, a series of RiverSource Variable Series Trust, and RiverSource Variable Portfolio - Diversified Bond Fund, a series of RiverSource Variable Series Trust, filed electronically on or about April 21, 2008 as Exhibit (a)(5) to Registrant's Post-Effective Amendment No. 2 to Registration Statement No. 333-146374 is incorporated by reference.

(i) Opinion and consent of counsel as to the legality of the securities being registered is filed electronically herewith.

(j) Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP): Not applicable

(k) Omitted Financial Statements: Not Applicable.

(l) Initial Capital Agreement: Not Applicable.

(m) Form of Plan and Agreement of Distribution between Registrant and RiverSource Fund Distributors, Inc. is filed electronically herewith as Exhibit (m) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(n) Form of Rule 18f - 3(d) Plan is filed electronically herewith as Exhibit (n) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(o) Reserved.

(p)(1) Code of Ethics adopted under Rule 17j-1 for Registrant filed electronically on or about Feb. 27, 2009 as Exhibit (p)(1) to Registrant's Post-Effective Amendment No. 4 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(2) Code of Ethics adopted under Rule 17j-1 for Registrant's principal underwriter, dated April 2008, filed electronically on or about April 25, 2008 as Exhibit (p)(2) to Registrant's Post-Effective Amendment No. 3 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(3) Code of Ethics adopted under Rule 17j-1 for Registrant's investment adviser, dated Nov. 15, 2009, filed electronically on or about Nov. 30, 2009 as Exhibit (p)(3) to RiverSource Tax-Exempt Income Series, Inc. Post-Effective Amendment No. 51 to Registration Statement No. 2-63552 is incorporated by reference.

(p)(4) Code of Ethics adopted under Rule 17j-1 for RiverSource Partners Variable Portfolio - Fundamental Value and RiverSource Partners Fundamental Value Funds' Subadviser Davis Selected Advisers, L.P., as amended effective Feb. 1, 2005, filed electronically on or about April 21, 2006, as Exhibit (p)(8) to AXP Variable Portfolio - Partners Series, Inc. Post-Effective Amendment No. 15 to Registration Statement No. 333-61346 is incorporated by reference.

(p)(5) Code of Ethics adopted under Rule 17j-1 for RiverSource Partners Small Cap Value and RiverSource Partners Variable Portfolio - Small Cap Value Funds' Subadviser Donald Smith & Co., Inc., adopted Jan. 1, 2005, revised June 1, 2006 filed electronically on or about April 24, 2007 as Exhibit (p)(4) to RiverSource Variable Portfolio - Managers Series, Inc. Post-Effective Amendment No. 19 to Registration Statement No. 333-61346 is incorporated by reference.

(p)(6) Code of Ethics adopted under Rule 17j-1 for RiverSource Partners Small Cap Value and RiverSource Partners Variable Portfolio - Small Cap Value Funds' Subadviser Barrow, Hanley, Mewhinney & Strauss, Inc., dated Jan. 2007, filed electronically on or about April 24, 2007 as Exhibit (p)(5) to RiverSource Variable Portfolio - Managers Series, Inc. Post-Effective Amendment No. 19 to Registration Statement No. 333-61346 is incorporated by reference.

(p)(7) Code of Ethics adopted under Rule 17j-1 for RiverSource Partners Variable Portfolio - Small Cap Value Fund's Subadviser River Road Asset Management, LLC, dated Jan 1, 2008, filed electronically on or about April 29, 2009 as Exhibit (p)(7) to Registrant's Post-Effective Amendment No. 5 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(8) Code of Ethics adopted under Rule 17j-1 for RiverSource Partners Variable Portfolio - Small Cap Value Fund's Subadviser Denver Investment Advisors LLC effective Feb. 15, 2007, filed electronically on or about April 21, 2008 as Exhibit (p)(10) to Registrant's Post-Effective Amendment No. 2 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(9) Code of Ethics adopted under Rule 17j-1 for RiverSource Partners Variable Portfolio - Small Cap Value Fund's Subadviser Turner Investment Partners, Inc. filed electronically on or about April 29, 2009 as Exhibit (p)(11) to Registrant's Post-Effective Amendment No. 5 to Registration Statement No. 333-146374 is incorporated by reference.

(p)(10) Code of Ethics, dated March 2006, adopted under Rule 17j-1, for Threadneedle Asia Pacific Fund, Threadneedle Emerging Markets Fund's, Threadneedle Global Equity Fund's, Threadneedle Global Equity Income Fund's, Threadneedle Global Extended Alpha Fund's, Threadneedle Variable Portfolio - Emerging Markets Fund and Threadneedle Variable Portfolio - International Opportunity Fund's Subadviser Threadneedle International Ltd., filed electronically on or about June 30, 2008, as Exhibit (p)(3) to RiverSource Global Series, Inc. Post-Effective Amendment No. 56 to Registration Statement No. 33-25824 is incorporated by reference.

(p)(11) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - American Century Diversified Bond Fund's and Variable Portfolio - American Century Growth Fund's Subadviser American Century Investment Management, Inc. is filed electronically herewith as Exhibit (p)(11) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(12) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Invesco International Growth Fund's Subadviser Invesco Advisers, Inc. is filed electronically herewith as Exhibit (p)(12) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(13) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Morgan Stanley Global Real Estate Fund's Subadviser Morgan Stanley Investment Management Inc. is filed electronically herewith as Exhibit
(p)(13) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(14) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - MFS Value Fund's Subadviser Massachusetts Financial Services Company is filed electronically herewith as Exhibit (p)(14) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(15) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - J.P.
Morgan Core Bond Fund's Subadviser J.P. Morgan Investment Management Inc. is filed electronically herewith as Exhibit (p)(15) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(16) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - NFJ Dividend Value Fund's Subadviser NFJ Investment Group LLC is filed electronically herewith as Exhibit (p)(16) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(17) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - PIMCO Mortgage-Backed Securities Fund's Subadviser Pacific Investment Management Company, LLC is filed electronically herewith as Exhibit
(p)(17) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(18) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Pyramis International Equity Fund's Subadviser Pyramis Global Advisors, LLC is filed electronically herewith as Exhibit (p)(18) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(19) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Partners Small Cap Growth Fund's Subadviser TCW Investment Management Company is filed electronically herewith as Exhibit (p)(19) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(20) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Partners Small Cap Growth Fund's Subadviser The London Company is filed electronically herewith as Exhibit (p)(20) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(21) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Partners Small Cap Growth Fund's and Variable Portfolio - Wells Fargo Short Duration Government Fund's Subadviser Wells Capital Management Incorporated is filed electronically herewith as Exhibit (p)(21) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(22) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - UBS Large Cap Growth Fund's Subadviser UBS Global Asset Management (Americas) Inc. is filed electronically herewith as Exhibit (p)(22) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(23) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - AllianceBernstein International Value Fund's Subadviser AllianceBernstein L.P. is filed electronically herewith as Exhibit
(p)(23) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(24) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Mondrian International Small Cap Fund's Subadviser Mondrian Investment Partners Limited is filed electronically herewith as Exhibit (p)(24) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(25) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Marsico Growth Fund's Subadviser Marsico Capital Management, LLC is filed electronically herewith as Exhibit (p)(25) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(p)(25) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Eaton Vance Floating-Rate Income Fund's Subadviser Eaton Vance Management is filed electronically herewith as Exhibit (p)(25) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

(q) Directors/Trustees Power of Attorney to sign Amendments to this Registration Statement, dated April 6, 2010, is filed electronically herewith as Exhibit (q) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374.

Item 24. Persons Controlled by or Under Common Control with Registrant:

RiverSource Life and its subsidiaries are the record holders of all outstanding shares of the Registrant. All of such shares were purchased and are held by RiverSource Life and its subsidiaries pursuant to instructions from owners of variable annuity and variable life insurance contracts issued by RiverSource Life and its subsidiaries. Accordingly, RiverSource Life disclaims beneficial ownership of all shares of the Registrant.

Item 25. Indemnification

The Agreement and Declaration of Trust of the registrant provides that the Trust shall indemnify any person who was or is a party or is threatened to be made a party, by reason of the fact that she or he is or was a trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a trustee, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, to any threatened, pending or completed action, suit or proceeding, wherever brought, and the Trust may purchase liability insurance and advance legal expenses, all to the fullest extent permitted by the laws of the Commonwealth of Massachusetts, as now existing or hereafter amended. The By-laws of the registrant provide that present or former trustees or officers of the Trust made or threatened to be made a party to or involved (including as a witness) in an actual or threatened action, suit or proceeding shall be indemnified by the Trust to the full extent authorized by the Massachusetts Business Corporation Act, all as more fully set forth in the By-laws filed as an exhibit to this registration statement.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Any indemnification hereunder shall not be exclusive of any other rights of indemnification to which the trustees, officers, employees or agents might otherwise be entitled. No indemnification shall be made in violation of the Investment Company Act of 1940.

Item 26. Business and Other Connections of the Investment Adviser (RiverSource Investments, LLC)

The following are directors and principal officers of RiverSource Investments, LLC who are directors and/or officers of one or more other companies:

Name and Title                  Other Companies                 Address*            Title within other companies
-----------------------------   -----------------------------   -----------------   --------------------------------------
Neysa M. Alecu,                 Advisory Capital Partners       Dissolved           Anti-Money Laundering Officer
Anti-Money Laundering Officer   LLC                                                 (resigned 5/23/06)

                                Advisory Capital Strategies                         Anti-Money Laundering Officer
                                Group Inc.

                                Advisory Convertible            Dissolved           Anti-Money Laundering Officer
                                Arbitrage LLC                                       (resigned 5/23/06)

                                Advisory Select LLC             Dissolved           Anti-Money Laundering Officer
                                                                                    (resigned 5/1/07)

                                American Enterprise             70400 AXP           Anti-Money Laundering Officer
                                Investment Services Inc.        Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                American Enterprise Life        Dissolved           Anti-Money Laundering Officer
                                Insurance Company                                   (resigned 12/30/06)

                                American Enterprise REO 1 LLC   Dissolved           Anti-Money Laundering Officer
                                                                                    (resigned 6/13/07)

                                American Express Insurance      Dissolved           Anti-Money Laundering Officer
                                Agency of Alabama Inc.                              (resigned 6/29/07)

                                American Express Insurance      Dissolved           Anti-Money Laundering Officer
                                Agency of Arizona Inc.                              (resigned 6/29/07)

                                American Express Insurance      Dissolved           Anti-Money Laundering Officer
                                Agency of Idaho Inc.                                (resigned 6/29/07)

                                American Express Insurance      Dissolved           Anti-Money Laundering Officer
                                Agency of Maryland Inc.                             (resigned 7/27/07)

                                American Express Insurance      Dissolved           Anti-Money Laundering Officer
                                Agency of Massachusetts Inc.                        (resigned 8/18/07)

                                American Express Insurance      Dissolved           Anti-Money Laundering Officer
                                Agency of Nevada Inc.                               (resigned 6/29/07)

                                American Express Insurance      Dissolved           Anti-Money Laundering Officer
                                Agency of New Mexico Inc.                           (resigned 6/29/07)

                                American Express Insurance      Dissolved           Anti-Money Laundering Officer
                                Agency of Oklahoma Inc.                             (resigned 6/29/07)

                                American Express Insurance      Dissolved           Anti-Money Laundering Officer
                                Agency of Texas Inc.                                (resigned 7/29/07)

                                American Express Insurance      Dissolved           Anti-Money Laundering Officer
                                Agency of Wyoming Inc.                              (resigned 7/2/07)

                                American Partners Life          Dissolved           Anti-Money Laundering Officer
                                Insurance Company                                   (resigned 12/30/06)

                                Ameriprise Auto & Home          3500 Packerland     Anti-Money Laundering Officer
                                Insurance Agency, Inc.          Drive
                                                                De Pere, WI 54115

                                Ameriprise Certificate          70100 Ameriprise    Anti-Money Laundering Officer
                                Company                         Financial Center,   (resigned 8/24/07)
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Financial, Inc.      200 Ameriprise      Anti-Money Laundering Officer
                                                                Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Financial            5221 Ameriprise     Anti-Money Laundering Officer
                                Services, Inc.                  Financial Center,
                                                                Minneapolis, MN
                                                                55474

Name and Title                  Other Companies                 Address*            Title within other companies
-----------------------------   -----------------------------   -----------------   --------------------------------------
                                Ameriprise Trust Company        200 Ameriprise      Anti-Money Laundering Officer
                                                                Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                Boston Equity General                               Anti-Money Laundering Officer
                                Partner LLC

                                IDS Capital Holdings Inc.                           Anti-Money Laundering Officer

                                IDS Management Corporation                          Anti-Money Laundering Officer

                                RiverSource Distributors,       50611 Ameriprise    Anti-Money Laundering Officer
                                Inc.                            Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Life Insurance      829 Ameriprise      Anti-Money Laundering Officer
                                Company                         Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Service             734 Ameriprise      Anti-Money Laundering Officer
                                Corporation                     Financial Center,
                                                                Minneapolis, MN
                                                                55474

Patrick Thomas Bannigan,        Ameriprise Trust Company        200 Ameriprise      Director, Senior Vice President
Director and Senior Vice                                        Financial Center,
President - Asset Management,                                   Minneapolis, MN
Products and Marketing                                          55474

                                RiverSource Distributors,       50611 Ameriprise    Vice President
                                Inc.                            Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Service             734 Ameriprise      Director
                                Corporation                     Financial Center,
                                                                Minneapolis, MN
                                                                55474

Walter S. Berman,               Advisory Capital Partners       Dissolved           Treasurer  (resigned 5/23/06)
Treasurer                       LLC

                                Advisory Capital Strategies                         Treasurer
                                Group Inc.

                                Advisory Convertible            Dissolved           Treasurer   (resigned 5/23/06)
                                Arbitrage LLC

                                Advisory Select LLC             Dissolved           Treasurer   (resigned 5/1/07)

                                American Centurion Life         Dissolved           Vice President and Treasurer (resigned
                                Assurance Company                                   12/30/06)

                                American Enterprise             70400 AXP           Treasurer
                                Investment Services Inc.        Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                American Enterprise Life        Dissolved           Vice President and Treasurer (resigned
                                Insurance Company                                   12/30/06)

                                American Enterprise REO 1       Dissolved           Treasurer (resigned 6/13/07)
                                LLC

                                American Express Financial      Dissolved           Vice President and Treasurer
                                Advisors, Japan Inc.                                 (resigned 2/4/08)

                                American Express Insurance      Dissolved           Treasurer (resigned 6/29/07)
                                Agency of Alabama, Inc.

                                American Express Insurance      Dissolved           Treasurer (resigned 6/29/07)
                                Agency of Arizona, Inc.

                                American Express Insurance      Dissolved           Treasurer (resigned 6/29/07)
                                Agency of Idaho, Inc.

Name and Title                  Other Companies                 Address*            Title within other companies
-----------------------------   -----------------------------   -----------------   --------------------------------------
                                American Express Insurance      Dissolved           Treasurer (resigned 7/27/07)
                                Agency of Maryland, Inc.

                                American Express Insurance      Dissolved           Treasurer (resigned 8/18/07)
                                Agency of Massachusetts,
                                Inc.

                                American Express Insurance      Dissolved           Treasurer (resigned 6/29/07)
                                Agency of Nevada, Inc.

                                American Express Insurance      Dissolved           Treasurer (resigned 6/29/07)
                                Agency of New Mexico, Inc.

                                American Express Insurance      Dissolved           Treasurer (resigned 6/29/07)
                                Agency of Oklahoma, Inc.

                                American Express Insurance      Dissolved           Treasurer (resigned 7/2/07)
                                Agency of Wyoming, Inc.

                                American Express Property                           Treasurer
                                Casualty Insurance Agency of
                                Kentucky, Inc.

                                American Express Property                           Treasurer
                                Casualty Insurance Agency of
                                Maryland, Inc.

                                American Express Property                           Treasurer
                                Casualty Insurance Agency of
                                Pennsylvania, Inc.

                                American Partners Life          Dissolved           Vice President and Treasurer (resigned
                                Insurance Company                                   12/30/06)

                                Ameriprise Auto & Home          3500 Packerland     Treasurer
                                Insurance Agency Inc.           Drive
                                                                De Pere, WI 54115

                                Ameriprise Bank, FSB            9393 Ameriprise     Treasurer
                                                                Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Captive Insurance                        Director and Treasurer
                                Company

                                Ameriprise Certificate          70100 Ameriprise    Treasurer and Investment Committee
                                Company                         Financial Center,   Member (resigned 8/24/07)
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Financial, Inc.      200 Ameriprise      Executive Vice President, Chief
                                                                Financial Center,   Financial Officer and Treasurer
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Financial            5221 Ameriprise     Director and Treasurer
                                Services, Inc.                  Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Insurance Company    3500 Packerland     Treasurer
                                                                Drive
                                                                De Pere, WI 54115

                                AMEX Assurance Company          Dissolved           Treasurer (resigned 3/15/07)

                                Boston Equity General                               Treasurer
                                Partner LLC

                                IDS Cable Corporation           Dissolved           Treasurer (resigned 5/31/07)

                                IDS Cable II Corporation        Dissolved           Treasurer (resigned 6/18/07)

                                IDS Capital Holdings Inc.                           Treasurer

                                IDS Management Corporation                          Treasurer

                                IDS Partnership Services        Dissolved           Treasurer (resigned 6/18/07)
                                Corporation

                                IDS Property Casualty           3500 Packerland     Treasurer
                                Insurance Company               Drive
                                                                De Pere, WI 54115

Name and Title                  Other Companies                 Address*            Title within other companies
-----------------------------   -----------------------------   -----------------   --------------------------------------
                                IDS Realty Corporation          Dissolved           Treasurer (resigned 6/18/07)

                                IDS REO 1, LLC                                      Treasurer

                                IDS REO 2, LLC                                      Treasurer

                                Investors Syndicate                                 Vice President and Treasurer
                                Development Corporation

                                Kenwood Capital Management      333 S. 7th Street,  Treasurer (resigned 9/30/06)
                                LLC                             Suite 2330,
                                                                Minneapolis, MN
                                                                55402

                                RiverSource CDO Seed                                Treasurer
                                Investments, LLC

                                RiverSource Distributors,       50611 Ameriprise    Treasurer
                                Inc.                            Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Distributors Ltd    Dissolved           Treasurer (resigned)

                                RiverSource Life Insurance      20 Madison          Vice President and Treasurer
                                Company of New York             Ave. Extension,
                                                                Albany, NY 12005

                                RiverSource Life Insurance      829 Ameriprise      Vice President and Treasurer
                                Company                         Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Service             734 Ameriprise      Treasurer
                                Corporation                     Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Tax Advantaged                          Treasurer
                                Investments, Inc.

                                Securities America Advisors     12325 Port Grace    Director
                                Inc.                            Blvd., Lavista,
                                                                NE  68128-8204

                                Securities America Financial    7100 W. Center      Director
                                Corporation                     Rd., Ste. 500,
                                                                Omaha, NE
                                                                68106-2716

                                Securities America, Inc.        12325 Port Grace    Director
                                                                Blvd., Lavista,
                                                                NE  68128

                                Threadneedle Asset              60 St. Mary Axe,    Director
                                Management Holdings Ltd.        London EC3A 8JQ

Richard N. Bush,                Advisory Capital Partners       Dissolved           Senior Vice President - Corporate Tax
Senior Vice President,          LLC                                                 (resigned 5/23/06)
Corporate Tax
                                Advisory Capital Strategies                         Senior Vice President - Corporate Tax
                                Group Inc.

                                Advisory Convertible            Dissolved           Senior Vice President - Corporate Tax
                                Arbitrage LLC                                       (resigned 5/23/06)

                                American Centurion Life         Dissolved           Senior Vice President - Corporate Tax
                                Assurance Company                                   (resigned 12/30/06)

                                American Enterprise             70400 AXP           Senior Vice President - Corporate Tax
                                Investment Services Inc.        Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                American Enterprise Life        Dissolved           Senior Vice President - Corporate Tax
                                Insurance Company                                   (resigned 12/30/06)

                                American Enterprise REO 1       Dissolved           Senior Vice President - Corporate Tax
                                LLC                                                 (resigned 6/13/07)

                                American Express Financial      Dissolved           Senior Vice President - Corporate Tax
                                Advisors Japan, Inc.                                (resigned 2/4/08)

                                American Express Insurance      Dissolved           Senior Vice President - Corporate Tax
                                Agency of Alabama, Inc.                             (resigned 6/29/07)

Name and Title                  Other Companies                 Address*            Title within other companies
-----------------------------   -----------------------------   -----------------   --------------------------------------
                                American Express Insurance      Dissolved           Senior Vice President - Corporate Tax
                                Agency of Arizona, Inc.                             (resigned 6/29/07)

                                American Express Insurance      Dissolved           Senior Vice President - Corporate Tax
                                Agency of Idaho, Inc.                               (resigned 6/29/07)

                                American Express Insurance      Dissolved           Senior Vice President - Corporate Tax
                                Agency of Maryland, Inc.                            (resigned 6/29/07)

                                American Express Insurance      Dissolved           Senior Vice President - Corporate Tax
                                Agency of Massachusetts,                            (resigned 6/29/07)
                                Inc.

                                American Express Insurance      Dissolved           Senior Vice President - Corporate Tax
                                Agency of Nevada, Inc.                              (resigned 6/29/07)

                                American Express Insurance      Dissolved           Senior Vice President - Corporate Tax
                                Agency of New Mexico, Inc.                          (resigned 6/29/07)

                                American Express Insurance      Dissolved           Senior Vice President - Corporate Tax
                                Agency of Oklahoma, Inc.                            (resigned 6/29/07)

                                American Express Insurance      Dissolved           Senior Vice President - Corporate Tax
                                Agency of Wyoming, Inc.                             (resigned 7/2/07)

                                American Express Property                           Senior Vice President - Corporate Tax
                                Casualty Insurance Agency of
                                Kentucky, Inc.

                                American Express Property                           Senior Vice President - Corporate Tax
                                Casualty Insurance Agency of
                                Maryland, Inc.

                                American Express Property                           Senior Vice President - Corporate Tax
                                Casualty Insurance Agency of
                                Pennsylvania, Inc.

                                American Partners Life          Dissolved           Senior Vice President - Corporate Tax
                                Insurance Company                                   (resigned 12/30/06)

                                Ameriprise Bank, FSB            9393 Ameriprise     Senior Vice President - Corporate Tax
                                                                Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Financial, Inc.      200 Ameriprise      Senior Vice President - Corporate Tax
                                                                Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Financial            5221 Ameriprise     Senior Vice President - Corporate Tax
                                Services, Inc.                  Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Insurance Company    3500 Packerland     Senior Vice President - Corporate Tax
                                                                Drive
                                                                De Pere, WI 54115

                                AMEX Assurance Company          Dissolved           Senior Vice President - Corporate Tax
                                                                                    (resigned 9/30/07)

                                Boston Equity General                               Senior Vice President - Corporate Tax
                                Partner LLC

                                IDS Cable Corporation           Dissolved           Senior Vice President - Corporate Tax
                                                                                    (resigned 5/31/07)

                                IDS Cable II Corporation        Dissolved           Senior Vice President - Corporate Tax
                                                                                    (resigned 6/18/07)

                                IDS Capital Holdings Inc.                           Senior Vice President - Corporate Tax

                                IDS Futures Corporation         570 Ameriprise      Senior Vice President - Corporate Tax
                                                                Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                IDS Management Corporation                          Senior Vice President - Corporate Tax

                                IDS Property Casualty           3500 Packerland     Senior Vice President - Corporate Tax
                                Insurance Company               Drive
                                                                De Pere, WI 54115

Name and Title                  Other Companies                 Address*            Title within other companies
-----------------------------   -----------------------------   -----------------   --------------------------------------
                                IDS Realty Corporation          Dissolved           Senior Vice President - Corporate Tax
                                                                                    (resigned 6/18/07)

                                IDS REO 1, LLC                                      Senior Vice President - Corporate Tax

                                IDS REO 2, LLC                                      Senior Vice President - Corporate Tax

                                RiverSource Life Insurance      20 Madison          Senior Vice President - Corporate Tax
                                Company of New York             Ave. Extension,     and  Authorized Officer - Derivatives
                                                                Albany, NY 12005    Use Plan

                                RiverSource Life Insurance      829 Ameriprise      Senior Vice President - Corporate Tax
                                Company                         Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Service             734 Ameriprise      Senior Vice President - Corporate Tax
                                Corporation                     Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Tax Advantaged                          Senior Vice President - Corporate Tax
                                Investments, Inc.

Peter Arthur Gallus,            Advisory Capital Partners LLC   Dissolved           President, Chief Operating Officer and
Senior Vice President, Chief                                                        Chief Compliance Officer(resigned
Operating Officer and                                                               5/23/06)
Assistant Treasurer
                                Advisory Capital Strategies                         Director, President, Chief Operating
                                Group Inc.                                          Officer and Chief Compliance Officer

                                Advisory Convertible            Dissolved           President, Chief Operating Officer and
                                Arbitrage LLC                                       Chief Compliance Officer (resigned
                                                                                    5/23/06)

                                Advisory Select LLC             Dissolved           President and Chief Operating
                                                                                    Officer(resigned 5/1/07)

                                Ameriprise Financial, Inc.      200 Ameriprise      Vice President - Investment
                                                                Financial Center,   Administration
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Financial            5221 Ameriprise     Vice President - CAO-AEFA Investment
                                Services, Inc.                  Financial Center,   Management
                                                                Minneapolis, MN
                                                                55474

                                Boston Equity General                               President, Chief Operating Officer and
                                Partner LLC                                         Chief Compliance Officer

                                IDS Capital Holdings Inc.                           Vice President and Controller

                                Kenwood Capital Management      333 S. 7th Street,  Board Member
                                LLC                             Suite 2330,
                                                                Minneapolis, MN
                                                                55402

Christopher Paul Keating,       Ameriprise Trust Company        200 Ameriprise      Director, Head of Institutional Sales,
Head of Institutional Sales,                                    Financial Center,   Client Service and Consultant
Client Service and Consultant                                   Minneapolis, MN     Relationships
Relationships                                                   55474

                                Kenwood Capital Management      333 S. 7th Street,  Board Member
                                LLC                             Suite 2330,
                                                                Minneapolis, MN
                                                                55402

Michelle Marie Keeley,          Ameriprise Bank, FSB            9393 Ameriprise     Director
Executive Vice President -                                      Financial Center,
Equity and Fixed Income                                         Minneapolis, MN
                                                                55474

                                Ameriprise Financial, Inc.      200 Ameriprise      Executive Vice President - Equity and
                                                                Financial Center,   Fixed Income
                                                                Minneapolis, MN
                                                                55474

Name and Title                  Other Companies                 Address*            Title within other companies
-----------------------------   -----------------------------   -----------------   --------------------------------------
                                Ameriprise Financial            5221 Ameriprise     Executive Vice President - Equity and
                                Services, Inc.                  Financial Center,   Fixed Income
                                                                Minneapolis, MN
                                                                55474

                                IDS Property Casualty           3500 Packerland     Vice President - Investments
                                Insurance Company               Drive
                                                                De Pere, WI 54115

                                Kenwood Capital Management      333 S. 7th          Board Member
                                LLC                             Street, Suite
                                                                2330,
                                                                Minneapolis, MN
                                                                55402

                                RiverSource CDO Seed                                Chairperson and President
                                Investments, LLC

                                RiverSource Life Insurance      829 Ameriprise      Vice President - Investments
                                Company                         Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Life Insurance      20 Madison          Vice President - Investments
                                Company of New York             Ave. Extension,
                                                                Albany, NY 12005

                                American Centurion Life         Dissolved           Vice President - Investments (resigned
                                Assurance Company                                   12/30/06)

                                American Enterprise Life        Dissolved           Vice President - Investments (resigned
                                Insurance Company                                   12/30/06)

                                American Partners Life          Dissolved           Vice President - Investments,
                                Insurance Company                                   Investment Committee Member (resigned
                                                                                    12/30/06)

                                Ameriprise Certificate          70100 Ameriprise    Vice President - Investments,
                                Company                         Financial Center,   Investment Committee Member (resigned
                                                                Minneapolis, MN     8/24/07)
                                                                55474

                                Ameriprise Insurance Company    3500 Packerland     Vice President - Investments (resigned
                                                                Drive               9/18/06)
                                                                De Pere, WI 54115

                                AMEX Assurance Company                              Vice President - Investments (resigned
                                                                                    9/30/2007)

Jennifer Davis Lammers,         Kenwood Capital Management      333 S. 7th Street,  Chief Compliance Officer
Chief Compliance Officer        LLC                             Suite 2330,
                                                                Minneapolis, MN
                                                                55402

                                RiverSource Service             734 Ameriprise      Chief Compliance Officer
                                Corporation                     Financial Center,
                                                                Minneapolis, MN
                                                                55474

Brian Joseph McGrane,           Advisory Capital Partners LLC   Dissolved           Vice President and Chief Financial
Director, Vice President and                                                        Officer  (resigned 5/23/06)
Chief Financial Officer
                                Advisory Capital Strategies                         Vice President and Chief Financial
                                Group Inc.                                          Officer

                                Advisory Convertible            Dissolved           Vice President and Chief Financial
                                Arbitrage LLC                                       Officer(resigned 5/23/06)

                                Advisory Select LLC             Dissolved           Vice President and Chief Financial
                                                                                    Officer(resigned 5/1/07)

                                Ameriprise Financial, Inc.      200 Ameriprise      Senior Vice President and Lead
                                                                Financial Center,   Financial Officer
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Financial            5221 Ameriprise     Vice President and Lead Financial
                                Services, Inc.                  Financial Center,   Officer - Finance
                                                                Minneapolis, MN
                                                                55474

Name and Title                  Other Companies                 Address*            Title within other companies
-----------------------------   -----------------------------   -----------------   --------------------------------------
                                Ameriprise Trust Company        200 Ameriprise      Director
                                                                Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                Boston Equity General                               Vice President and Chief Financial
                                Partner LLC                                         Officer

                                RiverSource CDO Seed                                Board Member
                                Investments, LLC

                                RiverSource Life Insurance      829 Ameriprise      Director, Executive Vice President and
                                Company                         Financial Center,   Chief Financial Officer
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Certificate          70100 Ameriprise    Vice President and Chief Financial
                                Company                         Financial Center,   Officer (resigned 8/24/07)
                                                                Minneapolis, MN
                                                                55474

                                American Enterprise Life        Dissolved           Director, Executive Vice President and
                                Insurance Company                                   Chief Financial Officer (resigned
                                                                                    12/30/06)

                                American Partners Life          Dissolved           Director (resigned 12/30/06)
                                Insurance Company

Thomas R. Moore,                Advisory Capital Strategies                         Secretary
Secretary                       Group Inc.

                                American Centurion Life         Dissolved           Secretary (resigned 12/30/06)
                                Assurance Company

                                American Enterprise             70400 AXP           Secretary
                                Investment Services Inc.        Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                American Enterprise Life        Dissolved           Secretary (resigned 12/30/06)
                                Insurance Company

                                American Enterprise REO 1       Dissolved           Secretary (resigned 6/13/07)
                                LLC

                                American Express Insurance      Dissolved           Secretary (resigned 6/29/07)
                                Agency of Alabama, Inc.

                                American Express Insurance      Dissolved           Secretary (resigned 6/29/07)
                                Agency of Arizona, Inc.

                                American Express Insurance      Dissolved           Secretary (resigned 6/29/07)
                                Agency of Idaho, Inc.

                                American Express Insurance      Dissolved           Secretary (resigned 7/27/07)
                                Agency of Maryland, Inc.

                                American Express Insurance      Dissolved           Secretary (resigned 8/18/07)
                                Agency of Massachusetts,
                                Inc.

                                American Express Insurance      Dissolved           Secretary (resigned 6/29/07)
                                Agency of Nevada, Inc.

                                American Express Insurance      Dissolved           Secretary (resigned 6/29/07)
                                Agency of New Mexico, Inc.

                                American Express Insurance      Dissolved           Secretary (resigned 6/29/07)
                                Agency of Oklahoma, Inc.

                                American Express Insurance      Dissolved           Secretary (resigned 7/2/07)
                                Agency of Wyoming, Inc.

                                American Express Property                           Secretary
                                Casualty Insurance Agency of
                                Kentucky, Inc.

                                American Express Property                           Secretary
                                Casualty Insurance Agency of
                                Maryland, Inc.

Name and Title                  Other Companies                 Address*            Title within other companies
-----------------------------   -----------------------------   -----------------   --------------------------------------
                                American Express Property                           Secretary
                                Casualty Insurance Agency of
                                Pennsylvania, Inc.

                                American Partners Life          Dissolved           Secretary (resigned 12/30/06)
                                Insurance Company

                                Ameriprise Bank, FSB            9393 Ameriprise     Secretary
                                                                Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Captive Insurance                        Assistant Secretary
                                Company

                                Ameriprise Financial, Inc.      200 Ameriprise      Vice President, Chief Governance
                                                                Financial Center,   Officer and Corporate Secretary
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Financial            5221 Ameriprise     Secretary
                                Services, Inc.                  Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Insurance Company    3500 Packerland     Secretary
                                                                Drive
                                                                De Pere, WI 54115

                                Ameriprise Trust Company        200 Ameriprise      Secretary
                                                                Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                AMEX Assurance Company          Dissolved           Secretary (resigned 9/30/07)

                                IDS Cable Corporation           Dissolved           Secretary (resigned 5/31/07)

                                IDS Cable II Corporation        Dissolved           Secretary (resigned 6/18/07)

                                IDS Capital Holdings Inc.                           Secretary

                                IDS Futures Corporation         570 Ameriprise      Secretary
                                                                Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                IDS Management Corporation                          Secretary

                                IDS Property Casualty           3500 Packerland     Secretary
                                Insurance Company               Drive
                                                                De Pere, WI 54115

                                IDS Realty Corporation          Dissolved           Secretary (resigned 6/18/07)

                                IDS REO 1, LLC                                      Secretary

                                IDS REO 2, LLC                                      Secretary

                                Investors Syndicate                                 Secretary
                                Development Corporation

                                RiverSource CDO Seed                                Secretary
                                Investments, LLC

                                RiverSource Distributors,       50611 Ameriprise    Secretary
                                Inc.                            Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Life Insurance      20 Madison          Secretary
                                Company of New York             Ave. Extension,
                                                                Albany, NY 12005

                                RiverSource Life Insurance      829 Ameriprise      Secretary
                                Company                         Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Service             734 Ameriprise      Secretary
                                Corporation                     Financial Center,
                                                                Minneapolis, MN
                                                                55474

Name and Title                  Other Companies                 Address*            Title within other companies
-----------------------------   -----------------------------   -----------------   --------------------------------------
                                RiverSource Tax Advantaged                          Secretary
                                Investments, Inc.

                                Securities America Financial    7100 W. Center      Secretary (resigned 11/19/07)
                                Corporation                     Rd., Ste. 500,
                                                                Omaha, NE
                                                                68106-2716

Scott Roane Plummer,            Ameriprise Financial, Inc.      200 Ameriprise      Vice President - Asset Management
Chief Legal Officer and                                         Financial Center,   Compliance
Assistant Secretary                                             Minneapolis, MN
                                                                55474

                                Ameriprise Financial            5221 Ameriprise     Vice President and Chief Counsel -
                                Services, Inc.                  Financial Center,   Asset Management
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Distributors,       50611 Ameriprise    Chief Counsel
                                Inc.                            Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                RiverSource Service             734 Ameriprise      Vice President, Chief Legal Officer
                                Corporation                     Financial Center,   and Assistant Secretary
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Certificate          70100 Ameriprise    Vice President, General Counsel and
                                Company                         Financial Center,   Secretary (resigned 8/24/07)
                                                                Minneapolis, MN
                                                                55474

William Frederick 'Ted'         Advisory Capital Strategies                         Director
Truscott                        Group Inc.
Chairman, Chief Investment
Officer and President           Ameriprise Certificate          70100 Ameriprise    Director, President and Chief
                                Company                         Financial Center,   Executive Officer (resigned 8/24/07)
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Financial, Inc.      200 Ameriprise      President - U.S. Asset Management,
                                                                Financial Center,   Annuities and Chief Investment Officer
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Financial            5221 Ameriprise     Senior Vice President and Chief
                                Services, Inc.                  Financial Center,   Investment Officer
                                                                Minneapolis, MN
                                                                55474

                                Ameriprise Trust Company        200 Ameriprise      Director
                                                                Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                IDS Capital Holdings Inc.                           Director and President

                                Kenwood Capital Management      333 S. 7th          Board Member
                                LLC                             Street, Suite
                                                                2330,
                                                                Minneapolis, MN
                                                                55402

                                RiverSource Distributors,       50611 Ameriprise    Chairman and Chief Executive Officer
                                Inc.                            Financial Center,
                                                                Minneapolis, MN
                                                                55474

                                Threadneedle Asset              60 St. Mary Axe,    Director
                                Management Holdings Ltd.        London EC3A 8JQ

* Unless otherwise noted, address is 50605 Ameriprise Financial Center, Minneapolis, MN 55474

Item 27. Principal Underwriter (RiverSource Distributors, Inc.)

(a) RiverSource Distributors, Inc. acts as principal underwriter for the following investment companies:

RiverSource Bond Series, Inc.; RiverSource California Tax-Exempt Trust; RiverSource Dimensions Series, Inc.; RiverSource Diversified Income Series, Inc.; RiverSource Equity Series, Inc.; RiverSource Global Series, Inc.; RiverSource Government Income Series, Inc.; RiverSource High Yield Income Series, Inc.; RiverSource Income Series, Inc.; RiverSource International Managers Series, Inc.; RiverSource International Series, Inc.; RiverSource Investment Series, Inc.; RiverSource Large Cap Series, Inc.; RiverSource Managers Series, Inc.; RiverSource Market Advantage Series, Inc.; RiverSource Money Market Series, Inc.; RiverSource Sector Series, Inc.; RiverSource Selected Series, Inc.; RiverSource Series Trust; RiverSource Short Term Investments Series, Inc.; RiverSource Special Tax-Exempt Series Trust; RiverSource Strategic Allocation Series; Inc., RiverSource Strategy Series, Inc.; RiverSource Tax-Exempt Income Series, Inc.; RiverSource Tax-Exempt Money Market Series, Inc.; RiverSource Tax-Exempt Series, Inc.; RiverSource Variable Series Trust.

(b) As to each director, principal officer or partner of RiverSource Distributors, Inc.

Name and
Principal Business
Address*                    Positions and Offices with Underwriter   Positions and Offices with Fund
-------------------------   --------------------------------------   -----------------------------------
Neysa M. Alecu              Anti-Money Laundering Officer            None

Gumer C. Alvero             Director and Vice President              None

Patrick Thomas Bannigan     Vice President                           President

Timothy V. Bechtold         Director and Vice President              None

Walter S. Berman            Treasurer                                None

Paul J. Dolan               Chief Operating Officer and Chief        None
                            Administrative Officer

Jeffrey P. Fox              Chief Financial Officer                  Treasurer

Jeffrey Lee McGregor, Sr.   President                                None

Thomas R. Moore             Secretary                                None

Scott Roane Plummer         Chief Counsel                            Vice President, General Counsel and
                                                                     Secretary

Julie A. Ruether            Chief Compliance Officer                 None

William Frederick 'Ted'     Chairman and Chief Executive Officer     Board Member and Vice President
Truscott

* Business address is: 50611 Ameriprise Financial Center, Minneapolis, MN 55474

Item 28. Location of Accounts and Records

Ameriprise Financial, Inc.
707 Second Avenue, South
Minneapolis, MN 55402

Iron Mountain Records Management
920 & 950 Apollo Road
Eagan, MN 55121

Iron Mountain Records Management is an off-site storage facility housing historical records that are no longer required to be maintained on-site. Records stored at this facility include various trading and accounting records, as well as other miscellaneous records.

Item 29. Management Services

Not Applicable

Item 30. Undertakings

Not Applicable

SIGNATURES

Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant, RIVERSOURCE VARIABLE SERIES TRUST, certifies that it meets all of the requirements for effectiveness of this Amendment to its Registration Statement pursuant to Rule 485(b) under the Securities Act and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Minneapolis, and the State of Minnesota on the 14th day of April, 2010.

RIVERSOURCE VARIABLE SERIES TRUST

By /s/ Patrick T. Bannigan
   ----------------------------------
   Patrick T. Bannigan
   President


By /s/ Jeffrey P. Fox
   ----------------------------------
   Jeffrey P. Fox
   Treasurer

Pursuant to the requirements of the Securities Act, this Amendment to its Registration Statement has been signed below by the following persons in the capacities indicated on the 14th day of April, 2010.

Signature                                    Capacity
---------                               ------------------


/s/ Stephen R. Lewis, Jr.*              Chair of the Board
-------------------------------------
Stephen R. Lewis, Jr.


/s/ Kathleen A. Blatz*                  Trustee
-------------------------------------
Kathleen A. Blatz


/s/ Arne H. Carlson*                    Trustee
-------------------------------------
Arne H. Carlson


/s/ Pamela G. Carlton*                  Trustee
-------------------------------------
Pamela G. Carlton


/s/ Patricia M. Flynn*                  Trustee
-------------------------------------
Patricia M. Flynn


/s/ Anne P. Jones*                      Trustee
-------------------------------------
Anne P. Jones

Signature                                    Capacity
---------                               ------------------


/s/ Jeffrey Laikind*                    Trustee
-------------------------------------
Jeffrey Laikind


/s/ John F. Maher*                      Trustee
-------------------------------------
John F. Maher


/s/ Catherine James Paglia*             Trustee
-------------------------------------
Catherine James Paglia


/s/ Leroy C. Richie*                    Trustee
-------------------------------------
Leroy C. Richie


/s/ Alison Taunton-Rigby*               Trustee
-------------------------------------
Alison Taunton-Rigby


/s/ William F. Truscott*                Trustee
-------------------------------------
William F. Truscott

* Signed pursuant to Directors/Trustees Power of Attorney, dated April 6, 2010, filed electronically herewith as Exhibit (q) to Registrant's Post-Effective Amendment No. 8 to Registration Statement No. 333-146374, by:

/s/ Scott R. Plummer
-------------------------------------
Scott R. Plummer

Contents of this Post-Effective Amendment No. 8 to Registration Statement No. 333-146374

This Post-Effective Amendment contains the following papers and documents:

The facing sheet.

Part A.

The prospectus for:

Variable Portfolio - Aggressive Portfolio Variable Portfolio - Conservative Portfolio Variable Portfolio - Moderate Portfolio Variable Portfolio - Moderately Aggressive Portfolio Variable Portfolio - Moderately Conservative Portfolio

The prospectus for:

RiverSource Variable Portfolio - Limited Duration Bond Fund RiverSource Variable Portfolio - Strategic Income Fund Variable Portfolio - Aggressive Portfolio Variable Portfolio - Conservative Portfolio Variable Portfolio - Moderate Portfolio Variable Portfolio - Moderately Aggressive Portfolio Variable Portfolio - Moderately Conservative Portfolio Variable Portfolio - AllianceBernstein International Value Fund Variable Portfolio - American Century Diversified Bond Fund Variable Portfolio - American Century Growth Fund Variable Portfolio - Eaton Vance Floating-Rate Income Fund Variable Portfolio - International Fund Variable Portfolio - Invesco International Growth Fund Variable Portfolio - J.P. Morgan Core Bond Fund Variable Portfolio - Jennison Mid Cap Growth Fund Variable Portfolio - MFS Value Fund Variable Portfolio - Marsico Growth Fund Variable Portfolio - Mondrian International Small Cap Fund Variable Portfolio - Morgan Stanley Global Real Estate Fund Variable Portfolio - NFJ Dividend Value Fund Variable Portfolio - Partners Small Cap Growth Fund Variable Portfolio - PIMCO Mortgage-Backed Securities Fund Variable Portfolio - Pyramis International Equity Fund Variable Portfolio - UBS Large Cap Growth Fund Variable Portfolio - U.S. Equity Fund Variable Portfolio - Wells Fargo Short Duration Government Fund

Part B.

Statement of Additional Information for:

RiverSource Variable Portfolio - Limited Duration Bond Fund RiverSource Variable Portfolio - Strategic Income Fund Variable Portfolio - Aggressive Portfolio

Variable Portfolio - Conservative Portfolio Variable Portfolio - Moderate Portfolio Variable Portfolio - Moderately Aggressive Portfolio Variable Portfolio - Moderately Conservative Portfolio Variable Portfolio - AllianceBernstein International Value Fund Variable Portfolio - American Century Diversified Bond Fund Variable Portfolio - American Century Growth Fund Variable Portfolio - Eaton Vance Floating-Rate Income Fund Variable Portfolio - International Fund Variable Portfolio - Invesco International Growth Fund Variable Portfolio - J.P. Morgan Core Bond Fund Variable Portfolio - Jennison Mid Cap Growth Fund Variable Portfolio - MFS Value Fund Variable Portfolio - Marsico Growth Fund Variable Portfolio - Mondrian International Small Cap Fund Variable Portfolio - Morgan Stanley Global Real Estate Fund Variable Portfolio - NFJ Dividend Value Fund Variable Portfolio - Partners Small Cap Growth Fund Variable Portfolio - PIMCO Mortgage-Backed Securities Fund Variable Portfolio - Pyramis International Equity Fund Variable Portfolio - UBS Large Cap Growth Fund Variable Portfolio - U.S. Equity Fund Variable Portfolio - Wells Fargo Short Duration Government Fund

Part C.

Other information.

The signatures.

EXHIBIT INDEX

(a)(4) Amendment No. 4 to the Agreement and Declaration of Trust effective Jan. 14, 2010.

(d)(1) Form of Investment Management Services Agreement, between Registrant and RiverSource Investments, LLC.

(d)(2) Form of Subadvisory Agreement between RiverSource Investments, LLC and a Subadviser.

(e) Form of Distribution Agreement between Registrant and RiverSource Fund Distributors, Inc.

(h)(1) Form of Administrative Services Agreement between Registrant and Ameriprise Financial, Inc.

(h)(2) Form of Transfer Agency and Servicing Agreement between Registrant and RiverSource Service Corporation.

(i) Opinion and consent of counsel as to the legality of the securities being registered.

(m) Form of Plan and Agreement of Distribution between Registrant and RiverSource Fund Distributors, Inc.

(n) Form of Rule 18f - 3(d) Plan.

(p)(12) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Invesco International Growth Fund's Subadviser Invesco Advisers, Inc.

(p)(13) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Morgan Stanley Global Real Estate Fund's Subadviser Morgan Stanley Investment Management Inc.

(p)(14) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - MFS Value Fund's Subadviser Massachusetts Financial Services Company.

(p)(15) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - J.P.
Morgan Core Bond Fund's Subadviser J.P. Morgan Investment Management Inc.

(p)(16) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - NFJ Dividend Value Fund's Subadviser NFJ Investment Group LLC.

(p)(17) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - PIMCO Mortgage-Backed Securities Fund's Subadviser Pacific Investment Management Company, LLC.

(p)(18) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Pyramis International Equity Fund's Subadviser Pyramis Global Advisors, LLC.

(p)(19) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Partners Small Cap Growth Fund's Subadviser TCW Investment Management Company.

(p)(20) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Partners Small Cap Growth Fund's Subadviser The London Company.

(p)(22) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - UBS Large Cap Growth Fund's Subadviser UBS Global Asset Management (Americas) Inc.

(p)(23) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - AllianceBernstein International Value Fund's Subadviser AllianceBernstein L.P.

(p)(24) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Mondrian International Small Cap Fund's Subadviser Mondrian Investment Partners Limited.

(p)(25) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Marsico Growth Fund's Subadviser Marsico Capital Management, LLC.

(p)(26) Code of Ethics adopted under Rule 17j-1 for Variable Portfolio - Eaton Vance Floating-Rate Income Fund's Subadviser Eaton Vance Management.

(q) Directors/Trustees Power of Attorney to sign Amendments to this Registration Statement, dated April 6, 2010.

RIVERSOURCE VARIABLE SERIES TRUST

AMENDMENT NO. 4 TO THE
AGREEMENT AND DECLARATION OF TRUST

WHEREAS, Section 5 of Article III of the Agreement and Declaration of Trust (the "Declaration of Trust") of RiverSource Variable Series Trust (the "Trust"), dated September 11, 2007, as amended from time to time, a copy of which is on file in the Office of the Secretary of The Commonwealth of Massachusetts, authorizes the Trustees of the Trust to amend the Declaration of Trust to change the designation of any Series or class of Shares without authorization by vote of the Shareholders of the Trust.

NOW, THEREFORE, The undersigned, being at least a majority of the Trustees of RiverSource Variable Series Trust, do hereby certify that we have authorized the creation of 26 additional Series of the Trust and the renaming RiverSource Partners Variable Portfolio - Fundamental Value Fund, RiverSource Partners Variable Portfolio - Select Value Fund and RiverSource Partners Variable Portfolio - Small Cap Value Fund and have authorized the following amendment to said Declaration of Trust:

Section 6 of Article III is hereby amended to read as follows:

Section 6. Establishment and Designation of Series and Classes. Without limiting the authority of the Trustees as set forth in Section 5, inter alia, to establish and designate any further Series or classes or to modify the rights and preferences of any Series or class, the following Series shall be, and are hereby, established and designated;

Disciplined Asset Allocation Portfolios - Aggressive Disciplined Asset Allocation Portfolios - Conservative Disciplined Asset Allocation Portfolios - Moderate Disciplined Asset Allocation Portfolios - Moderately Aggressive Disciplined Asset Allocation Portfolios - Moderately Conservative RiverSource Variable Portfolio - Balanced Fund RiverSource Variable Portfolio - Cash Management Fund RiverSource Variable Portfolio - Core Equity Fund RiverSource Variable Portfolio - Diversified Bond Fund RiverSource Variable Portfolio - Diversified Equity Income Fund RiverSource Variable Portfolio - Dynamic Equity Fund RiverSource Variable Portfolio - Global Bond Fund RiverSource Variable Portfolio - Global Inflation Protected Securities Fund
RiverSource Variable Portfolio - High Yield Bond Fund RiverSource Variable Portfolio - Income Opportunities Fund RiverSource Variable Portfolio - Limited Duration Bond Fund RiverSource Variable Portfolio - Mid Cap Growth Fund RiverSource Variable Portfolio - Mid Cap Value Fund RiverSource Variable Portfolio - S&P 500 Index Fund RiverSource Variable Portfolio - Short Duration U.S. Government Fund RiverSource Variable Portfolio - Strategic Income Fund Seligman Variable Portfolio - Growth Fund Seligman Variable Portfolio - Larger - Cap Value Fund

Seligman Variable Portfolio - Smaller - Cap Value Fund Threadneedle Variable Portfolio - Emerging Markets Fund Threadneedle Variable Portfolio - International Opportunity Fund Variable Portfolio - Aggressive Portfolio Variable Portfolio - Conservative Portfolio Variable Portfolio - Moderately Aggressive Portfolio Variable Portfolio - Moderately Conservative Portfolio Variable Portfolio - Moderate Portfolio Variable Portfolio - AllianceBernstein International Value Fund Variable Portfolio - American Century Diversified Bond Fund Variable Portfolio - American Century Growth Fund Variable Portfolio - Davis New York Venture Fund* Variable Portfolio - Eaton Vance Floating-Rate Income Fund Variable Portfolio - Goldman Sachs Mid Cap Value Fund* Variable Portfolio - Invesco International Growth Fund Variable Portfolio - International Fund Variable Portfolio - Jennison Mid Cap Growth Fund Variable Portfolio - Marsico Growth Fund Variable Portfolio - J.P. Morgan Core Bond Fund Variable Portfolio - MFS Value Fund Variable Portfolio - Mondrian International Small Cap Fund Variable Portfolio - Morgan Stanley Global Real Estate Fund Variable Portfolio - NFJ Dividend Value Fund Variable Portfolio - Partners Small Cap Growth Fund Variable Portfolio - Partners Small Cap Value Fund* Variable Portfolio - PIMCO Mortgage-Backed Securities Fund Variable Portfolio - Pyramis(R) International Equity Fund Variable Portfolio - UBS Large Cap Growth Fund Variable Portfolio - U.S. Equity Fund Variable Portfolio - Wells Fargo Short Duration Government Fund

* Name change effective May 1, 2010.

Shares of each Series established in this Section 6 shall have the following rights and preferences relative to Shares of each other Series, and Shares of each class of a Multi-Class Series shall have such rights and preferences relative to other classes of the same Series as are set forth below, together with such other rights and preferences relative to such other classes as are set forth in any resolutions of the Trustees establishing and designating such class of Shares.

The rest of this Section 6 remains unchanged.

The foregoing amendment is effective as of January 14, 2010.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has signed this Amendment No. 4 to the Agreement and Declaration of Trust on January 14, 2010.

/s/ Kathleen A. Blatz
-------------------------------------
    Kathleen A. Blatz*


/s/ Arne H. Carlson
-------------------------------------
    Arne H. Carlson*


/s/ Pamela G. Carlton
-------------------------------------
    Pamela G. Carlton*


/s/ Patricia M. Flynn
-------------------------------------
    Patricia M. Flynn*


/s/ Anne P. Jones
-------------------------------------
    Anne P. Jones*


/s/ Jeffrey Laikind
-------------------------------------
    Jeffrey Laikind*


/s/ Stephen R. Lewis, Jr.
-------------------------------------
    Stephen R. Lewis, Jr. *


/s/ John F. Maher
-------------------------------------
    John F. Maher*


/s/ Catherine James Paglia
-------------------------------------
    Catherine James Paglia*


/s/ Leroy C. Richie
-------------------------------------
    Leroy C. Richie*


/s/ Alison Taunton-Rigby
-------------------------------------
    Alison Taunton-Rigby*


/s/ William F. Truscott
-------------------------------------
    William F. Truscott**

* 901 S. Marquette Avenue
Minneapolis, MN 55402

** 53600 Ameriprise Financial Center
Minneapolis, MN 55474

Registered Agent: Corporation Service Company 84 State Street
Boston, MA 02109

INVESTMENT MANAGEMENT SERVICES AGREEMENT
AMENDED AND RESTATED

This Agreement dated as of November 8, 2007, amended and restated _______, 2010, is by and between RiverSource Investments, LLC (the "Investment Manager"), a Minnesota limited liability company and RiverSource Variable Series Trust (the "Registrant"), a Massachusetts business trust, on behalf of its underlying series listed in Schedule A (each a "Fund" and collectively the "Funds"). The term "Fund" or "Funds" is used to refer to either the Registrant or its underlying series, as context requires.

PART ONE: INVESTMENT MANAGEMENT AND OTHER SERVICES

(1) The Fund hereby retains the Investment Manager, and the Investment Manager hereby agrees, for the period of this Agreement and under the terms and conditions hereinafter set forth, to furnish the Fund continuously with investment advice; to determine, consistent with the Fund's investment objectives and policies, which securities in the Investment Manager's discretion shall be purchased, held or sold, and to execute or cause the execution of purchase or sell orders; to prepare and make available to the Fund all necessary research and statistical data in connection therewith; to furnish all other services of whatever nature required in connection with the management of the Fund as provided under this Agreement; for RiverSource Variable Portfolio - Core Equity Fund, to furnish the Fund all administrative, accounting, clerical, statistical correspondence, corporate and all other services of whatever nature required in connection with the administration of the affairs of the Fund, including any transfer agent and dividend disbursing agent services; and to pay such expenses as may be provided for in Part Three; subject always to the direction and control of the Board of Trustees (the "Board") and the authorized officers of the Fund. The Investment Manager agrees to maintain an adequate organization of competent persons to provide the services and to perform the functions herein mentioned and to maintain adequate oversight over any service providers including subadvisers hired to provide services and to perform the functions herein mentioned. The Investment Manager agrees to meet with any persons at such times as the Board deems appropriate for the purpose of reviewing the Investment Manager's performance under this Agreement. The Fund agrees that the Investment Manager may subcontract for certain of the services described under this Agreement with the understanding that there shall be no diminution in the quality or level of services and also with the understanding, that the Investment Manager shall obtain such approval from the Fund's Board and/or its shareholders as is required by law, rules and regulations promulgated thereunder, terms of the Agreement, resolutions of the Board and commitments of the Investment Manager.

(2) The Investment Manager agrees that the investment advice and investment decisions will be in accordance with general investment policies of the Fund as disclosed to the Investment Manager from time to time by the Fund and as set forth in the prospectus and registration statement filed with the United States Securities and Exchange Commission (the "SEC").

(3) The Investment Manager agrees to provide such support as required or requested by the Board in conjunction with voting proxies solicited by or with respect to the issuers of securities in which the Fund's assets may be invested from time to time, it being understood that the Board has sole voting power with respect to all such proxies.

(4) The Investment Manager agrees that it will maintain all required records, memoranda, instructions or authorizations relating to the management of the assets for the Fund including the acquisition or disposition of securities, proxy voting and safekeeping of assets.

(5) The Fund agrees that it will furnish to the Investment Manager any information that the latter may reasonably request with respect to the services performed or to be performed by the Investment Manager under this Agreement.

(6) In selecting broker-dealers for execution, the Investment Manager will seek to obtain best execution for securities transactions on behalf of the Fund, except where otherwise directed by the Board. In selecting broker-dealers to execute transactions, the Investment Manager will consider not only available prices (including commissions or mark-up), but also other relevant factors such as, without limitation, the characteristics of the security being traded, the size and difficulty of the transaction, the execution, clearance and settlement capabilities as well as the reputation, reliability, and financial soundness of the broker-dealer selected, the broker-dealer's risk in positioning a block of securities, the broker-dealer's execution service rendered on a continuing basis and in other transactions, the broker-dealer's expertise in particular markets, and the broker-dealer's ability to provide research services. To the extent permitted by law, and consistent with its obligation to seek best execution, the Investment Manager may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that the Investment Manager determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or the Investment Manager's overall responsibilities with respect to the Fund and other clients for which it acts as investment adviser. The Investment Manager shall not consider the sale or promotion of shares of the Fund, or other affiliated products, as a factor in the selection of broker-dealers through which transactions are executed.

(7) Except for bad faith, intentional misconduct or negligence in regard to the performance of its duties under this Agreement, neither the Investment Manager, nor any of its respective directors, officers, partners, principals, employees, or agents shall be liable for any acts or omissions or for any loss suffered by the Fund or its shareholders or creditors. Each of the Investment Manager, and its respective directors, officers, partners, principals, employees and agents, shall be entitled to rely, and shall be protected from liability in reasonably relying, upon any information or instructions furnished to it (or any of them as individuals) by the Fund or its agents which is believed in good faith to be accurate and reliable. The Fund understands and acknowledges that the Investment Manager does not warrant any rate of return, market value or performance of any assets in the Fund. Notwithstanding the foregoing, the federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall constitute a waiver of any right which the Fund may have under such laws or regulations.

PART TWO: COMPENSATION TO THE INVESTMENT MANAGER

(1) The Fund agrees to pay to the Investment Manager, and the Investment Manager covenants and agrees to accept from the Fund in full payment for the services furnished, a fee as set forth in Schedule A.

(2) The fee shall be paid on a monthly basis and, in the event of the termination of this Agreement, in whole or in part with respect to any Fund, the fee accrued shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.

(3) The fee provided for hereunder shall be paid in cash by the Fund to the Investment Manager within five business days after the last day of each month.

PART THREE: ALLOCATION OF EXPENSES

(1) Each Fund agrees to pay:

(a) Fees payable to the Investment Manager for its services under the terms of this Agreement.

(b) Brokerage commissions and charges in connection with the purchase and sale of assets.

And for all Funds except RiverSource Core Equity Fund:

(d) Taxes.

(e) Custodian fees and charges.

(f) Premium on the bond required by Rule 17g-1 under the Investment Company Act of 1940.

(g) Fees and expenses of attorneys (i) it employs in matters not involving the assertion of a claim by a third party against the Fund, its Board members and officers, (ii) it employs in conjunction with a claim asserted by the Board against the Investment Manager, except that the Investment Manager shall reimburse the Fund for such fees and expenses if it is ultimately determined by a court of competent jurisdiction, or the Investment Manager agrees, that it is liable in whole or in part to the Fund, (iii) it employs to assert a claim against a third party, and (iv) it or the Investment Manager employs, with the approval of the Board, to assist in the evaluation of certain investments or other matters related to the management of the Fund.

(h) Fees paid for the qualification and registration for public sale of the securities of the Fund under the laws of the United States and of the several states in which such securities shall be offered for sale.

(i) Fees of consultants employed by the Fund.

(j) Board member, officer and employee expenses which shall include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, and all other benefits paid to or provided for Board members, officers and employees, directors and officers liability insurance, errors and omissions liability insurance, worker's compensation insurance and other expenses applicable to the Board members, officers and employees, except the Fund will not pay any fees or expenses of any person who is an officer or employee of the Investment Manager or its affiliates.

(k) Filing fees and charges incurred by the Fund in connection with filing any amendment to its organizational documents, or incurred in filing any other document with the state where the Fund is organized or its political subdivisions.

(l) Organizational expenses of the Fund.

(m) Expenses incurred in connection with lending portfolio securities of the Fund.

(n) Other expenses payable by the Fund pursuant to separate agreement of the Fund and any of its service providers.

(2) Unless the Fund is obligated to pay an expense pursuant to Part Three,
Section I, above, the Investment Manager agrees to pay all expenses associated with the services it provides under the terms of this Agreement.

PART FOUR: MISCELLANEOUS

(1) The Investment Manager shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent the Fund.

(2) A "full business day" shall be as defined in the By-laws of the Fund.

(3) The Fund acknowledges that the Investment Manager and its affiliates may perform investment advisory services for other clients, so long as the Investment Manager's services to the Fund under this Agreement are not impaired thereby. The Investment Manager and its affiliates may give advice or take action in the performance of duties to other clients that may differ from advice given, or the timing and nature of action taken, with respect to the Fund, and that the Investment Manager and its affiliates may trade and have positions in securities of issuers where the Fund may own equivalent or related securities, and where action may or may not be taken or recommended for the Fund. Nothing in this Agreement shall be deemed to impose upon the Investment Manager or any of its affiliates any obligation to purchase or sell, or recommend for purchase or sale for the Fund, any security or any other property that the Investment Manager or any of its affiliates may purchase, sell or hold for its own account or the account of any other client. Notwithstanding any of the foregoing, the Investment Manager shall allocate investment opportunities among its clients, including the Fund, in an equitable manner, consistent with its fiduciary obligations. By reason of their various activities, the Investment Manager and its affiliates may from time to time acquire information about various corporations and their securities. The Fund recognizes that the Investment Manager and its affiliates may not always be free to divulge such information, or to act upon it.

(4) Neither this Agreement nor any transaction pursuant hereto shall be invalidated or in any way affected by the fact that Board members, officers, agents and/or shareholders of the Fund are or may be interested in the Investment Manager or any successor or assignee thereof, as directors, officers, stockholders or otherwise; that directors, officers, stockholders or agents of the Investment Manager are or may be interested in the Fund as Board members, officers, shareholders, or otherwise; or that the Investment Manager or any successor or assignee, is or may be interested in the Fund as shareholder or otherwise, provided, however, that neither the Investment Manager, nor any officer, Board member or employee thereof or of the Fund, shall sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations or orders of the SEC.

(5) Any notice under this Agreement shall be given in writing, addressed, and delivered, or mailed postpaid, to the party to this Agreement entitled to receive such, at such party's principal place of business in Minneapolis, Minnesota, or to such other address as either party may designate in writing mailed to the other.

(6) The Investment Manager agrees that no officer, director or employee of the Investment Manager will deal for or on behalf of the Fund with himself as principal or agent, or with any corporation or partnership in which he may have a financial interest, except that this shall not prohibit:

(a) Officers, directors or employees of the Investment Manager from having a financial interest in the Fund or in the Investment Manager.

(b) The purchase of securities for the Fund, or the sale of securities owned by the Fund, through a security broker or dealer, one or more of whose partners, officers, directors or employees is an officer, director or employee of the Investment Manager, provided such transactions are handled in the capacity of broker only and provided commissions charged do not exceed customary brokerage charges for such services.

(c) Transactions with the Fund by a broker-dealer affiliate of the Investment Manager as may be allowed by rule or order of the U.S. Securities and Exchange Commission and if made pursuant to procedures adopted by the Board.

(7) The Investment Manager agrees that, except as herein otherwise expressly provided or as may be permitted consistent with the use of a broker-dealer affiliate of the Investment Manager under applicable provisions of the federal securities laws, neither it nor any of its officers, directors or employees shall at any time during the period of this Agreement, make, accept or receive, directly or indirectly, any fees, profits or emoluments of any character in connection with the purchase or sale of securities (except shares issued by the Fund) or other assets by or for the Fund.

(8) All information and advice furnished by the Investment Manager to the Fund under this Agreement shall be confidential and shall not be disclosed to third parties, except as required by law, order, judgment, decree, or pursuant to any rule, regulation or request of or by any government, court, administrative or regulatory agency or commission, other governmental or regulatory authority or any self-regulatory organization. All information furnished by the Fund to the Investment Manager under this Agreement shall be confidential and shall not be disclosed to any unaffiliated third party, except as permitted or required by the foregoing, where it is necessary to effect transactions or provide other services to the Fund, or where the Fund requests or authorizes the Investment Manager to do so. The Investment Manager may share information with its affiliates in accordance with its privacy policies in effect from time to time.

(9) This Agreement shall be governed by the laws of the State of Minnesota.

(10) The Funds are organized as Massachusetts business trusts. A copy of the Declaration of Trust, together with all amendments, is on file in the office of the Secretary of State of the Commonwealth of Massachusetts. The execution and delivery of this Agreement has been authorized by the Trustees and the Agreement has been signed by an authorized officer of the Fund. It is expressly agreed that the obligations of the Fund under this Agreement shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the assets and property of the Fund, as provided in the Declaration of Trust.

PART FIVE: RENEWAL AND TERMINATION

(1) This Agreement shall continue in effect for two years from its effective date, or until a new agreement is approved by a vote of the majority of the outstanding shares of the Fund and by vote of the Board, including the vote required by (b) of this paragraph, and if no new agreement is so approved, this Agreement shall continue from year to year thereafter unless and until terminated by either party as hereinafter provided, except that such continuance shall be specifically approved at least annually (a) by the Board or by a vote of the majority of the outstanding shares of the Fund and (b) by the vote of a majority of the Board members who are not parties to this Agreement or interested persons of any such party, cast in person

at a meeting called for the purpose of voting on such approval. As used in this paragraph, the term "interested person" shall have the same meaning as set forth in the Investment Company Act of 1940, as amended, and the rules promulgated thereunder (the "1940 Act"). As used in this agreement, the term "majority of the outstanding shares of the Fund" shall have the same meaning as set forth in the 1940 Act.

(2) This Agreement may be terminated, with respect to each underlying series of the Fund, by either the Fund or the Investment Manager at any time by giving the other party 60 days' written notice of such intention to terminate, provided that any termination shall be made without the payment of any penalty, and provided further that termination may be effected either by the Board or by a vote of the majority of the outstanding voting shares of the Fund.

(3) This Agreement shall terminate in the event of its assignment, the term "assignment" for this purpose having the same meaning as set forth in the 1940 Act.

(4) Non-material amendments or modifications to this Agreement as may be permitted by the 1940 Act will only be made effective upon written agreement executed by the Investment Manager and the Board.

IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.

RIVERSOURCE VARIABLE SERIES TRUST

By:
Patrick T. Bannigan
President

RIVERSOURCE INVESTMENTS, LLC

By:
William F. Truscott
President and Chief Investment
Officer

SCHEDULE A

ASSET CHARGE

The following funds shall not pay the Investment Manager a direct fee for services rendered hereunder:

- Disciplined Asset Allocation Portfolios - Aggressive

- Disciplined Asset Allocation Portfolios - Conservative

- Disciplined Asset Allocation Portfolios - Moderate

- Disciplined Asset Allocation Portfolios - Moderately Aggressive

- Disciplined Asset Allocation Portfolios - Moderately Conservative

- Variable Portfolio - Aggressive Portfolio

- Variable Portfolio - Conservative Portfolio

- Variable Portfolio - Moderate Portfolio

- Variable Portfolio - Moderately Aggressive Portfolio

- Variable Portfolio - Moderately Conservative Portfolio

For the following funds, the asset charge for each calendar day of each year shall be equal to the total of 1/365th (1/366th in each leap year) of the amount computed in accordance with the fee schedule in the table, below:

                                                                                          ANNUAL RATE AT EACH
FUND                                                              NET ASSETS (BILLIONS)       ASSET LEVEL
----                                                              ---------------------   -------------------
RiverSource Variable Portfolio - Balanced Fund                          First $1.0             0.530%
                                                                        Next $1.0              0.505%
                                                                        Next $1.0              0.480%
                                                                        Next $3.0              0.455%
                                                                        Next $1.5              0.430%
                                                                        Next $2.5              0.410%
                                                                        Next $5.0              0.390%
                                                                        Next $9.0              0.370%
                                                                        Over $24.0             0.350%
RiverSource Variable Portfolio - Cash Management Fund                   First $1.0             0.330%
                                                                        Next $0.5              0.313%
                                                                        Next $0.5              0.295%
                                                                        Next $0.5              0.278%
                                                                        Next $2.5              0.260%
                                                                        Next $1.0              0.240%
                                                                        Next $1.5              0.220%
                                                                        Next $1.5              0.215%
                                                                        Next $1.0              0.190%
                                                                        Next $5.0              0.180%
                                                                        Next $5.0              0.170%
                                                                        Next $4.0              0.160%
                                                                        Over $24.0             0.150%
RiverSource Variable Portfolio - Core Equity Fund                       All                    0.400%
RiverSource Variable Portfolio - Diversified Bond Fund                  First $1.0             0.480%
RiverSource Variable Portfolio - Limited Duration Bond Fund             Next $1.0              0.455%
                                                                        Next $1.0              0.430%
                                                                        Next $3.0              0.405%
                                                                        Next $1.5              0.380%
                                                                        Next $1.5              0.365%
                                                                        Next $1.0              0.360%
                                                                        Next $5.0              0.350%
                                                                        Next $5.0              0.340%
                                                                        Next $4.0              0.330%
                                                                        Next $26.0             0.310%

                                                                                          ANNUAL RATE AT EACH
FUND                                                              NET ASSETS (BILLIONS)       ASSET LEVEL
----                                                              ---------------------   -------------------
                                                                        Next $50.0             0.290%
RiverSource Variable Portfolio - Diversified Equity Income Fund         First $1.0             0.600%
RiverSource Variable Portfolio - Dynamic Equity Fund                    Next $1.0              0.575%
Seligman Variable Portfolio - Growth Fund                               Next $1.0              0.550%
Seligman Variable Portfolio - Larger - Cap Value Fund                   Next $3.0              0.525%
                                                                        Next $1.5              0.500%
                                                                        Next $2.5              0.485%
                                                                        Next $5.0              0.470%
                                                                        Next $5.0              0.450%
                                                                        Next $4.0              0.425%
                                                                        Next $26.0             0.400%
                                                                        Over $50.0             0.375%
RiverSource Variable Portfolio - Global Bond Fund                       First $0.25            0.720%
                                                                        Next $0.25             0.695%
                                                                        Next $0.25             0.670%
                                                                        Next $0.25             0.645%
                                                                        Next $6.5              0.620%
                                                                        Next $2.5              0.605%
                                                                        Next $5.0              0.590%
                                                                        Next $5.0              0.580%
                                                                        Next $4.0              0.560%
                                                                        Next $26.0             0.540%
                                                                        Over $50.0             0.520%
RiverSource Variable Portfolio - Global Inflation Protected             First $1.0             0.440%
Securities Fund                                                         Next $1.0              0.415%
                                                                        Next $1.0              0.390%
                                                                        Next $3.0              0.365%
                                                                        Next $1.5              0.340%
                                                                        Next $1.5              0.325%
                                                                        Next $1.0              0.320%
                                                                        Next $5.0              0.310%
                                                                        Next $5.0              0.300%
                                                                        Next $4.0              0.290%
                                                                        Next $26.0             0.270%
                                                                        Next $50.0             0.250%
RiverSource Variable Portfolio - High Yield Bond Fund                   First $1.0             0.590%
                                                                        Next $1.0              0.565%
                                                                        Next $1.0              0.540%
                                                                        Next $3.0              0.515%
                                                                        Next $1.5              0.490%
                                                                        Next $1.5              0.475%
                                                                        Next $1.0              0.450%
                                                                        Next $5.0              0.435%
                                                                        Next $5.0              0.425%
                                                                        Next $4.0              0.400%
                                                                        Next $26.0             0.385%
                                                                        Next $50.0             0.360%

                                                                                          ANNUAL RATE AT EACH
FUND                                                              NET ASSETS (BILLIONS)       ASSET LEVEL
----                                                              ---------------------   -------------------
RiverSource Variable Portfolio - Income Opportunities Fund              First $1.0             0.610%
                                                                        Next $1.0              0.585%
                                                                        Next $1.0              0.560%
                                                                        Next $3.0              0.535%
                                                                        Next $1.5              0.510%
                                                                        Next $1.5              0.495%
                                                                        Next $1.0              0.470%
                                                                        Next $5.0              0.455%
                                                                        Next $5.0              0.445%
                                                                        Next $4.0              0.420%
                                                                        Next $26.0             0.405%
                                                                        Next $50.0             0.380%
RiverSource Variable Portfolio - Mid Cap Growth Fund                    First $1.0             0.700%
RiverSource Variable Portfolio - Mid Cap Value Fund                     Next $1.0              0.675%
                                                                        Next $1.0              0.650%
                                                                        Next $3.0              0.625%
                                                                        Next $1.5              0.600%
                                                                        Next $2.5              0.575%
                                                                        Next $5.0              0.550%
                                                                        Next $9.0              0.525%
                                                                        Next $26.0             0.500%
                                                                        Over $50.0             0.475%
RiverSource Variable Portfolio - S&P 500 Index Fund                     First $1.0             0.220%
                                                                        Next $1.0              0.210%
                                                                        Next $1.0              0.200%
                                                                        Next $4.5              0.190%
                                                                        Next $2.5              0.180%
                                                                        Next $5.0              0.170%
                                                                        Next $9.0              0.160%
                                                                        Next $26.0             0.140%
                                                                        Over $50.0             0.120%
RiverSource Variable Portfolio - Short Duration U.S.                    First $1.0             0.480%
Government Fund                                                         Next $1.0              0.455%
                                                                        Next $1.0              0.430%
                                                                        Next $3.0              0.405%
                                                                        Next $1.5              0.380%
                                                                        Next $1.5              0.365%
                                                                        Next $1.0              0.340%
                                                                        Next $5.0              0.325%
                                                                        Next $5.0              0.315%
                                                                        Next $4.0              0.290%
                                                                        Next $26.0             0.275%
                                                                        Next $50.0             0.250%
RiverSource Variable Portfolio - Strategic Income Fund                  First $1.0             0.570%
                                                                        Next $1.0              0.545%
                                                                        Next $1.0              0.520%
                                                                        Next $3.0              0.495%
                                                                        Next $1.5              0.470%
                                                                        Next $2.5              0.450%
                                                                        Next $5.0              0.430%
                                                                        Next $9.0              0.410%
                                                                        Over $24.0             0.390%

                                                                                          ANNUAL RATE AT EACH
FUND                                                              NET ASSETS (BILLIONS)       ASSET LEVEL
----                                                              ---------------------   -------------------
Seligman Variable Portfolio - Smaller - Cap Value Fund                  First $0.25            0.790%
                                                                        Next $0.25             0.765%
                                                                        Next $0.25             0.740%
                                                                        Next $0.25             0.715%
                                                                        Next $1.0              0.690%
                                                                        Over $2.0              0.665%
Threadneedle Variable Portfolio - Emerging Markets Fund                 First $0.25            1.100%
                                                                        Next $0.25             1.080%
                                                                        Next $0.25             1.060%
                                                                        Next $0.25             1.040%
                                                                        Next $1.0              1.020%
                                                                        Next $5.5              1.000%
                                                                        Next $2.5              0.985%
                                                                        Next $5.0              0.970%
                                                                        Next $5.0              0.960%
                                                                        Next $4.0              0.935%
                                                                        Next $26.0             0.920%
                                                                        Over $50.0             0.900%
Threadneedle Variable Portfolio - International Opportunity             First $0.25            0.800%
   Fund                                                                 Next $0.25             0.775%
                                                                        Next $0.25             0.750%
                                                                        Next $0.25             0.725%
                                                                        Next $1.0              0.700%
                                                                        Next $5.5              0.675%
                                                                        Next $2.5              0.660%
                                                                        Next $5.0              0.645%
                                                                        Next $5.0              0.635%
                                                                        Next $4.0              0.610%
                                                                        Next $26.0             0.600%
                                                                        Over $50.0             0.570%
Variable Portfolio -Davis New York Venture Fund                         First $0.5             0.730%
                                                                        Next $0.5              0.705%
                                                                        Next $1.0              0.680%
                                                                        Next $1.0              0.655%
                                                                        Next $3.0              0.630%
                                                                        Over $6.0              0.600%
Variable Portfolio - Goldman Sachs Mid Cap Value Fund                   First $0.5             0.780%
                                                                        Next $0.5              0.755%
                                                                        Next $1.0              0.730%
                                                                        Next $1.0              0.705%
                                                                        Next $3.0              0.680%
                                                                        Over $6.0              0.650%
Variable Portfolio - AllianceBernstein International Value Fund         First $1.0             0.850%
Variable Portfolio - Invesco International Growth Fund                  Next $1.0              0.800%
Variable Portfolio - Pyramis International Equity Fund                  Over $2.0              0.700%
Variable Portfolio - American Century Diversified Bond Fund             First $1.0             0.480%
Variable Portfolio - J.P. Morgan Core Bond Fund                         Next $1.0              0.450%
Variable Portfolio - PIMCO Mortgage-Backed Securities Fund              Over $2.0              0.400%
Variable Portfolio - Wells Fargo Short Duration Government Fund
Variable Portfolio - American Century Growth Fund                       First $1.0             0.650%
Variable Portfolio - UBS Large Cap Growth Fund                          Next $1.0              0.600%
Variable Portfolio - MFS Value Fund                                     Over $2.0              0.500%
Variable Portfolio - NFJ Dividend Value Fund

                                                                                          ANNUAL RATE AT EACH
FUND                                                              NET ASSETS (BILLIONS)       ASSET LEVEL
----                                                              ---------------------   -------------------
Variable Portfolio - Marsico Growth Fund
Variable Portfolio - Eaton Vance Floating-Rate Income Fund              First $1.0             0.630%
                                                                        Next $1.0              0.580%
                                                                        Over $2.0              0.530%
Variable Portfolio - Jennison Mid Cap Growth Fund                       First $1.0             0.750%
                                                                        Next $1.0              0.700%
                                                                        Over $2.0              0.650%
Variable Portfolio - Mondrian International Small Cap Fund              First $0.25            0.950%
Variable Portfolio - International Fund                                 Next $0.25             0.900%
                                                                        Over $0.50             0.850%
Variable Portfolio - Morgan Stanley Global Real Estate Fund             First $1.0             0.850%
                                                                        Next $1.0              0.800%
                                                                        Over $2.0              0.750%
Variable Portfolio - Partners Small Cap Growth Fund                     First $0.25            0.900%
Variable Portfolio - US Equity Fund                                     Next $0.25             0.850%
                                                                        Over $0.50             0.800%
Variable Portfolio - Partners Small Cap Value Fund                      First $0.25            0.970%
                                                                        Next $0.25             0.945%
                                                                        Next $0.25             0.920%
                                                                        Next $0.25             0.895%
                                                                        Over $1.0              0.870%

The computation shall be made for each calendar day on the basis of net assets as of the close of the preceding day. In the case of the suspension of the computation of net asset value, the fee for each calendar day during such suspension shall be computed as of the close of business on the last full day on which the net assets were computed. Net assets as of the close of a full day shall include all transactions in shares of the Fund recorded on the books of the Fund for that day.

PERFORMANCE INCENTIVE ADJUSTMENT

In addition to an asset charge, the fee for certain of the funds, noted in the chart below, shall include a performance incentive adjustment.

The performance incentive adjustment shall be based on the Fund's Class 3 performance compared to an index of similar funds (the "Index"). Current Indexes are shown below. These Indexes may change as set forth below:

                                                                                                                     INVESTMENT
FUND                                                                                   LIPPER INDEX                   CATEGORY
----                                                               -----------------------------------------------   ----------
RiverSource Variable Portfolio - Balanced Fund                     Lipper Balanced Funds Index                       Balanced
RiverSource Variable Portfolio - Diversified Equity Income         Lipper Equity Income Funds Index                  Equity
RiverSource Variable Portfolio - Dynamic Equity Fund               Lipper Large-Cap Core Funds Index                 Equity
RiverSource Variable Portfolio - Mid Cap Growth Fund               Lipper Mid-Cap Growth Funds Index                 Equity
RiverSource Variable Portfolio - Mid Cap Value Fund                Lipper Mid-Cap Value Funds Index                  Equity
Seligman Variable Portfolio - Growth Fund                          Lipper Large-Cap Growth Funds Index               Equity
Seligman Variable Portfolio - Larger - Cap Value Fund              Lipper Large-Cap Value Funds Index                Equity
Seligman Variable Portfolio - Smaller - Cap Value Fund             Lipper Small-Cap Core Funds Index                 Equity
Threadneedle Variable Portfolio - Emerging Markets Fund            Lipper Emerging Markets Funds Index               Equity
Threadneedle Variable Portfolio - International Opportunity Fund   Lipper International Large-Cap Core Funds Index   Equity
Variable Portfolio - Davis New York Venture Fund                   Lipper Large-Cap Core Funds Index                 Equity
Variable Portfolio - Goldman Sachs Mid Cap Value Fund              Lipper Mid-Cap Value Funds Index                  Equity
Variable Portfolio - Partners Small Cap Value Fund                 Lipper Small-Cap Value Funds Index                Equity

The performance incentive adjustment is determined by measuring the percentage difference over a rolling 12-month period between the performance of one Class A share of the Fund and the change in performance of the Index. The performance difference will then be used to determine the adjustment rate.

The adjustment rate, computed to five decimal places, is determined in accordance with the table below, and is applied against average daily net assets for the applicable rolling 12-month period.

                      EQUITY FUNDS                                              BALANCED FUNDS
--------------------------------------------------------   ------------------------------------------------------
 PERFORMANCE                                                PERFORMANCE
  DIFFERENCE               ADJUSTMENT RATE                   DIFFERENCE                ADJUSTMENT RATE
-------------   ----------------------------------------   -------------   --------------------------------------
0.00%-0.50%     0                                          0.00%-0.50%     0

0.50%-1.00%     6 basis points times the performance       0.50%-1.00%     6 basis points times the performance
                difference over 0.50%, times 100                           difference over 0.50%, times 100
                (maximum of 3 basis points if a 1%                         (maximum of 3 basis points if a 1%
                performance difference)                                    performance difference)

1.00%-2.00%     3 basis points, plus 3 basis points        1.00%-2.00%     3 basis points, plus 3 basis points
                times the performance difference over                      times the performance difference over
                1.00%, times 100 (maximum 6 basis points                   1.00%, times 100 (maximum 6 basis
                if a 2% performance difference)                            points if a 2% performance difference)

2.00%-4.00%     6 basis points, plus 2 basis points        2.00%-3.00%     6 basis points, plus 2 basis points
                times the performance difference over                      times the performance difference over
                2.00%, times 100 (maximum 10 basis                         2.00%, times 100 (maximum 8 basis
                points if a 4% performance difference)                     points if a 3% performance difference)

4.00%-6.00%     10 basis points, plus 1 basis point        3.00% or more   8 basis points
                times the performance difference over
                4.00%, times 100 (maximum 12 basis
                points if a 6% performance difference)

6.00% or more   12 basis points

For example, if the performance difference is 2.38%, the adjustment rate is
0.000676 (0.0006 [6 basis points] plus 0.0038 [the 0.38% performance difference over 2.00%] x 0.0002 [2 basis points] x 100 (0.000076)). Rounded to five decimal places, the adjustment rate is 0.00068. Where the Fund's Class A performance exceeds that of the Index, the fee paid to the Investment Manager will increase by the adjustment rate. Where the performance of the Index exceeds the performance of the Fund's Class A shares, the fee paid to the Investment Manager will decrease by the adjustment rate.

The 12-month comparison period rolls over with each succeeding month, so that it always equals 12 months, ending with the month for which the performance adjustment is being computed.

TRANSITION PERIOD

The performance incentive adjustment will not be calculated for the first 6 months from the inception of the fund. After 6 full calendar months, the performance fee adjustment will be determined using the average assets and Performance Difference over the first 6 full calendar months, and the Adjustment Rate will be applied in full. Each successive month an additional calendar month will be added to the performance adjustment computation. After 12 full calendar months, the full rolling 12-month period will take affect.

CHANGE IN INDEX

If an Index ceases to be published for a period of more than 90 days, changes in any material respect, otherwise becomes impracticable or, at the discretion of the Board, is no longer appropriate to use for purposes of a performance incentive adjustment, for example, if Lipper reclassifies the Fund from one peer group to another, the Board may take action it deems appropriate and in the best interests of shareholders, including: (1) discontinuance of the performance incentive adjustment until such time as it approves a substitute index, or (2) adoption of a methodology to transition to a substitute index it has approved.

SUBADVISORY AGREEMENT

Agreement made as of the ____ day of _____, 20__ by and between RiverSource Investments, LLC, a Minnesota limited liability company ("Investment Manager"), and _________________, a _______________________ [corporation/limited partnership/limited liability company] ("Subadviser").

WHEREAS, the Fund listed in Schedule A is a series of an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act").

WHEREAS, Investment Manager entered into an Investment Management Services Agreement (the "Advisory Agreement") with the Fund pursuant to which Investment Manager provides investment advisory services to the Fund.

WHEREAS, Investment Manager and the Fund each desire to retain Subadviser to provide investment advisory services to the Fund, and Subadviser is willing to render such investment advisory services.

WHEREAS, the services provided on behalf of Subadviser pursuant to this Agreement to be effective on ___________, 20___.

NOW, THEREFORE, the parties, intending to be legally bound, agree as follows:

1. Subadviser's Duties.

(a) Portfolio Management. Subject to supervision by Investment Manager and the Fund's Board of Directors/Trustees (the "Board"), Subadviser shall manage the investment operations and the composition of that portion of assets of the Fund which is allocated to Subadviser from time to time by Investment Manager (which portion may include any or all of the Fund's assets), including the purchase, retention, and disposition thereof, in accordance with the Fund's investment objectives, policies, and restrictions, and subject to the following understandings:

(i) Investment Decisions. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Investment Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) of the 1940 Act. Subadviser will not be responsible for voting proxies issued by companies held in the Fund although Investment Manager may consult with Subadviser from time to time regarding the voting of proxies of securities owned by the Fund. Subadviser will not be responsible for filing claims in class action settlements related to securities

currently or previously held by that portion of the Fund allocated to it by Investment Manager.

(ii) Investment Limits. In the performance of its duties and obligations under this Agreement, Subadviser shall act in conformity with applicable limits and requirements, as amended from time to time, as set forth in the (a) Fund's Prospectus and Statement of Additional Information ("SAI"); (b) instructions and directions of Investment Manager and of the Board; and (c) requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the "Code"), as applicable to the Fund, and all other applicable federal and state laws and regulations. Investment Manager agrees to give Subadviser written notice if Investment Manager believes any recommendations, advice or investments to be in violation of (a), (b) or (c) above.

(iii) Portfolio Transactions.

(A) Trading. With respect to the securities and other investments to be purchased or sold for the Fund, Subadviser shall place orders with or through such persons, brokers, dealers, or futures commission merchants (including, but not limited to, broker-dealers that are affiliated with Investment Manager or Subadviser) selected by Subadviser; provided, however, that such orders shall be consistent with Subadviser's brokerage policy, as provided to Investment Manager; conform with federal securities laws; and be consistent with seeking best execution. The Subadviser may consider the research, investment information, and other services provided by, and the financial responsibility of, brokers, dealers, or futures commission merchants who may effect, or be a party to, any such transaction or other transactions to which Subadviser's other clients may be a party in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended. To the extent permitted by law, and consistent with its obligation to seek best execution, Subadviser may execute transactions or pay a broker-dealer a commission or markup in excess of that which another broker-dealer might have charged for executing a transaction provided that Subadviser determines, in good faith, that the execution is appropriate or the commission or markup is reasonable in relation to the value of the brokerage and/or research services provided, viewed in terms of either that particular transaction or Subadviser's overall responsibilities with respect to the Fund and other clients for which it acts as subadviser.

(B) Aggregation of Trades. Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased for the Fund as well as other clients of Subadviser in order to seek best execution.

In such event, allocation of the

securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by Subadviser in the manner Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(C) Subadviser will not arrange purchases or sales of securities between the Fund and other accounts advised by Subadviser or its affiliates unless (a) such purchases or sales are in accordance with applicable law (including Rule 17a-7 of the 1940 Act) and the Fund's policies and procedures as provided in writing to Subadviser along with any amendments, and (b) Subadviser determines the purchase or sale is in the best interests of the Fund.

(iv) Records and Reports. Subadviser (a) shall maintain such books and records for such time periods as are required of an SEC-registered investment adviser to an investment company registered under the 1940 Act, (b) shall render to the Board such periodic and special reports as the Board or Investment Manager may reasonably request in writing, and (c) shall meet with any persons at the request of Investment Manager or the Board for the purpose of reviewing Subadviser's performance under this Agreement at reasonable times and upon reasonable advance notice.

(v) Transaction Reports. Subadviser shall provide Investment Manager a daily trade file with information relating to all transactions concerning the Fund's assets and shall provide Investment Manager with such information upon Investment Manager's reasonable request. Subadviser shall affirm or send a trade file of these transactions as instruction to the Custodian of the Fund.

(b) Compliance Program and Ongoing Certification(s). As requested, Subadviser shall timely provide to Investment Manager (i) information and commentary for the Fund's annual and semi-annual reports, in a format approved by Investment Manager, and shall (a) certify that such information and commentary does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the information and commentary not misleading, in a format reasonably requested by Investment Manager, as it may be amended from time to time, and (b) provide (i) additional certifications related to Subadviser's management of the Fund in order to support the Fund's filings on Form N-CSR and Form N-Q, and the Fund's Principal Executive Officer's and Principal Financial Officer's certifications under Rule 30a-2 of the 1940 Act, thereon; in a format reasonably requested by Investment Manager, as it may be amended from time to time, (ii) a quarterly sub-certification with respect to compliance matters related to Subadviser and Subadviser's management of the Fund, in a format reasonably requested by Investment Manager, as it may be amended from time to time; (iii) an annual certification from Subadviser's Chief Compliance Officer,

appointed under Rule 206(4)-7 of the Investment Advisers Act of 1940 (the "Advisers Act"), or his or her designee with respect to the design and operation of Subadviser's compliance program, in a format reasonably requested by Investment Manager, as it may be amended from time to time; and (iv) from time to time Subadviser shall provide such certifications to assist Investment Manager in fulfilling Investment Manager's obligations under Rule 38a-1 of the 1940 Act, as are reasonably requested by the Fund or Investment Manager. In addition, Subadviser will, from time to time, provide a written assessment of its compliance program in conformity with current industry standards that is reasonably acceptable to Investment Manager to enable the Fund to fulfill its obligations under Rule 38a-1 of the 1940 Act.

(c) Maintenance of Records. Subadviser shall timely furnish to Investment Manager all information relating to Subadviser's services hereunder which Subadviser is required by law or regulation to keep and which are needed by Investment Manager to maintain the books and records of the Fund required under the 1940 Act and which Investment Manager has agreed to maintain under the Fund's Advisory Agreement. Subadviser agrees that all records which it maintains for the Fund are the property of the Fund and Subadviser will surrender promptly to the Fund any of such records upon the Fund's request; provided, however, that Subadviser may retain a copy of such records. Subadviser further agrees to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.

(d) Insurance and Code of Ethics. Subadviser will provide the Fund with reasonable evidence that, with respect to its activities on behalf of the Fund, Subadviser is maintaining (i) adequate errors and omissions insurance and (ii) an appropriate Code of Ethics and related reporting procedures.

(e) Confidentiality. Subadviser agrees that it shall exercise the same standard of care that it uses to protect its own confidential and proprietary information, but no less than reasonable care, to protect the confidentiality of the Portfolio Information. As used herein "Portfolio Information" means confidential and proprietary information with regard to the portfolio holdings and characteristics of the portion of the Fund allocated to Subadviser, that Subadviser manages under the terms of this Agreement. Subadviser will restrict access to the Portfolio Information to those employees of Subadviser who will use it only for the purpose of providing services under this Agreement. The foregoing shall not prevent Subadviser from disclosing Portfolio Information (1) that is publicly known or becomes publicly known through no unauthorized act; (2) that is rightfully received from a third party without obligation of confidentiality; (3) approved in writing by Investment Manager for disclosure, (4) that is disclosed in the course of a routine regulatory examination; (5) that is required to be disclosed pursuant to a requirement of a governmental agency or law so long as Subadviser provides (to the extent permitted under applicable law) Investment Manager with prompt written notice of such requirement prior to any such disclosure; however, Subadviser is not

required to provide such notice if information is provided on an aggregate basis without specific attribution to the Fund; (6) to affiliates of Subadviser that have a reason to know such information;
(7) to the custodian of the Fund; (8) to brokers and dealers that are counterparties for trades for the Fund; (9) to futures commission merchants executing or clearing transactions in connection with the Fund, if applicable; and (10) to third party service providers to Subadviser subject to confidentiality agreements. Notwithstanding the foregoing, to the extent Portfolio Information is similar to investments for other clients of Subadviser, Subadviser may disclose such investments without direct reference to the Fund. Investment Manager agrees that Subadviser may identify Investment Manager or the Fund by name in Subadviser's current client list. Such list may be used with third parties for so long as this Agreement is in effect.

(f) Cooperation. As reasonably requested by Investment Manager or the Board and in accordance with the scope of Subadviser's obligations and responsibilities contained in this Agreement, Subadviser will cooperate with, and provide assistance to, Investment Manager or the Fund as needed in order for Investment Manager and the Fund to comply with applicable laws, rules and regulations, including, but not limited to, compliance with the Sarbanes-Oxley Act and the rules and regulations promulgated by the SEC thereunder.

2. Investment Manager's Duties. Investment Manager shall continue to have responsibility for all other services to be provided to the Fund pursuant to the Advisory Agreement and shall oversee and review Subadviser's performance of its duties under this Agreement. Investment Manager shall also retain direct portfolio management responsibility with respect to any assets of the Fund which are not allocated by it to the portfolio management of Subadviser as provided in paragraph 1(a) hereof or to any other subadviser. Investment Manager will periodically provide to Subadviser a list of the affiliates of Investment Manager or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies that issue securities in which the Fund may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by Subadviser. Neither Subadviser nor any of its directors, officers, partners, principals, employees or agents shall have responsibility whatsoever for, and shall incur no liability on account of (i) diversification, selection or establishment of such investment objectives, policies and restrictions of the Fund, (ii) advice on, or management of, any assets for the Fund other than the assets for which Investment Manager has delegated investment discretion to Subadviser, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund, (iv) registration of the Fund with any government or agency, (v) administration of the plans and trusts investing in the Fund, or (vi), to the extent that Subadviser is allocated from Investment Manager a portion of the assets of the Fund, overall Fund compliance with requirements of the 1940 Act and Subchapter M of the Code, relating to percentage limitations applicable to the Fund's assets that would require knowledge of the Fund's holdings other than the assets subject to this Agreement.

3. Documents Provided to Subadviser. Investment Manager has delivered or will deliver to Subadviser current copies and supplements thereto of each of the Prospectus and SAI pertaining to the Fund, and will promptly deliver to it all future amendments and supplements, if any.

4. Compensation of Subadviser. For the services provided and the expenses assumed pursuant to this Agreement, Investment Manager will pay to Subadviser, effective from the date of this Agreement, a fee which shall be accrued daily and paid monthly, on or before the last business day of the next succeeding calendar month, at the annual rates as a percentage of the Fund's average daily net assets set forth in the attached Schedule A which Schedule can be modified from time to time upon mutual agreement of the parties to reflect changes in annual rates, subject to appropriate approvals required by the 1940 Act, if any. If this Agreement becomes effective or terminates before the end of any month, the fee for the period from the effective date to the end of the month or from the beginning of such month to the date of termination, as the case may be, shall be prorated according to the proportion that such portion of the month bears to the full month in which such effectiveness or termination occurs. During the term of this Agreement, Subadviser will pay all expenses incurred by it in connection with its activities under this Agreement other than costs in connection with the purchase or sale of securities and other assets (including brokerage commissions, if any) for the Fund.

5. Expenses. Subadviser shall bear all expenses incurred by it and its staff with respect to all activities in connection with the performance of Subadviser's services under this Agreement, including but not limited to salaries, overhead, travel, preparation of Board materials, review of marketing materials relating to Subadviser or other information provided by Subadviser to Investment Manager and/or the Fund's distributor, and marketing support. Subadviser agrees to pay to Investment Manager the cost of generating a prospectus supplement, which includes preparation, filing, printing, and distribution (including mailing) of the supplement, if the Subadviser makes any changes that require immediate disclosure in the prospectus or any required regulatory documents that may be caused by changes to its structure or ownership, to investment personnel, to investment style or management, or otherwise ("Changes"), and at the time of notification to the Fund or Investment Manager by the Subadviser of such Changes, the Fund is not generating a supplement for other purposes or the Fund or the Investment Manager does not wish to add such Changes to a pending supplement. In the event two or more subadvisers, if applicable, each require a supplement simultaneously, the expense (other than the costs of printing and mailing) of a combined supplement will be shared pro rata with such other subadviser(s) based upon the number of pages required by each such subadviser, and each such subadviser shall pay its pro rata share of printing and mailing costs and expenses based upon the number of supplements required to be printed and mailed. All other expenses not specifically assumed by Subadviser hereunder or by Investment Manager under the Advisory Agreement are borne by the applicable Fund.

In the event that there is a proposed change in control of Subadviser that would act to terminate this Agreement, if a vote of shareholders to approve continuation of this

Agreement is at that time deemed by counsel to the Fund to be required by the 1940 Act or any rule or regulation thereunder, Subadviser agrees to assume all reasonable costs associated with soliciting shareholders of the appropriate Fund(s), to approve continuation of this Agreement. Such expenses include the reasonable costs of preparation, filing and mailing of a proxy statement, and of soliciting proxies.

In the event that such proposed change in control of Subadviser shall occur and the Fund is operating under an exemptive order issued by the SEC to Investment Manager with respect to the appointment of subadvisers absent shareholder approval, Subadviser agrees to assume all reasonable costs and expenses (including the costs of preparation, mailing and filing) associated with the preparation of an information statement, required by the exemptive order containing all information that would be included in a proxy statement.

6. Representations of Subadviser. Subadviser represents and warrants as follows:

(a) Subadviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred, and will provide prompt notice of any material violations relating to the Fund to Investment Manager; (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Investment Manager (1) of the occurrence of any event that would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to
Section 9(a) of the 1940 Act, (2) in the event the Securities and Exchange Commission (the "SEC") or other governmental authority has:
censured Subadviser; placed limitations upon the activities, functions or operations of Subadviser; or has commenced proceedings or an investigation that may result in any of these actions, (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or might not qualify as a regulated investment company under Subchapter M of the Code and (4) of any material fact known to Subadviser respecting or relating to Subadviser that is not contained in the Fund's Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement relating to Subadviser or contained therein that becomes untrue in any material respect.

(b) Subadviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide Investment Manager with a copy of the code of ethics. Within 60 days of the end of the last calendar quarter of each year that this Agreement is in effect, a duly authorized officer of Subadviser shall certify to Investment Manager that (1) there has been no material violation of Subadviser's code of ethics or, if such a violation has occurred, that appropriate action was taken in response to such violation and (2) it has adopted procedures reasonably designed to prevent Subadviser's access persons (as defined in the 1940 Act) from violating Subadviser's code of ethics. To the extent Subadviser has approved any material changes to its code of ethics, such revised code together with an explanation of such amendments shall be promptly (but in no event later than 60 days) provided to Investment Manager.

Part II, which as of the date of this Agreement is its Form ADV Part

II as most recently deemed to be filed with the SEC, and promptly will furnish a copy of all amendments to Investment Manager (at least annually).

(d) Subadviser will promptly notify Investment Manager of any changes in the controlling shareholder, in the key personnel who are either the portfolio manager(s) responsible for the Fund or the Chief Executive Officer of Subadviser, or if there is otherwise an actual change in control or management of Subadviser.

7. Representations of Investment Manager. Investment Manager represents and warrants as follows:

(a) Investment Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement, (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 of the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent violations of the Advisers Act from occurring, detect violations that have occurred, correct promptly any violations that have occurred (v) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (vi) has the authority to enter into and perform the services contemplated by this Agreement; and (vii) will promptly notify Subadviser (1) of the occurrence of any event that would disqualify Investment Manager from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise, (2) in the event the SEC or other governmental authority has: censured Investment Manager; placed limitations upon its activities, functions or operations; or has commenced proceedings or an investigation that may result in any of these actions or (3) upon having a reasonable basis for believing that the Fund has ceased to qualify or

might not qualify as a regulated investment company under Subchapter M of the Code.

(b) Investment Manager agrees that neither it nor any of its affiliates will in any way refer directly or indirectly to its relationship with Subadviser, or any of its affiliates in offering, marketing, or other promotional materials without the prior written consent of Subadviser; provided that Investment Manager shall not be required to obtain Subadviser's prior written consent to make factual statements regarding the fact that Subadviser serves as subadviser to the Fund on a representative client list, in responding to requests for information, in required disclosures or in responding to regulatory inquiries.

(c) The Fund is and will continue to be the owner of all assets for which Investment Manager delegates investment discretion to Subadviser from time to time, and there are and will continue to be no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such assets, unless restricted or prohibited under the 1940 Act or the rules and regulations promulgated thereunder.

(d) Investment Manager is establishing and will be maintaining the Fund's account with Subadviser solely for the purpose of investing the relevant assets and not with a view to obtaining information regarding portfolio holdings or investment decisions in order to effect securities transactions based upon such information or to provide such information to another party, and that Investment Manager and its employees, officers and directors shall not use account holdings information for any of the foregoing purposes.

(e) The directors of the Fund have approved the appointment of Subadviser pursuant to this Agreement.

8. Liability and Indemnification.

(a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or agents thereof shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by the Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the "1933 Act") ) (collectively, "Fund and Investment Manager Indemnitees") as a result of any error of judgment or mistake of law by Subadviser with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Subadviser for, and Subadviser shall indemnify and hold harmless the Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or

otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Subadviser in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match any benchmark index or other standard or objective.

(b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Subadviser Indemnitees") as a result of any error of judgment or mistake of law by Investment Manager with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive, or limit the liability of Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other

expenses) to which any of Subadviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law, or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard, or negligence of Investment Manager in the performance of any of its duties or obligations hereunder; (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to Investment Manager or the Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Investment Manager or the Fund.

(c) After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (a) or (b) above ("Indemnified Party") of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section ("Indemnifying Party"), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is damaged solely as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be 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.

9. Duration and Termination.

(a) Unless sooner terminated as provided herein, this Agreement shall continue in effect for a period of more than two years from the date written above only so long as such continuance is specifically approved in conformity with the requirements of the 1940 Act. Thereafter, if not terminated, this Agreement shall continue automatically for successive periods of 12 months each, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Board members who are not parties to this Agreement or interested persons (as defined in the 1940 Act) of any such party, and (ii) by the Board or by a vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund.

(b) Notwithstanding the foregoing, this Agreement may be terminated at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund on 60 days' written notice to Subadviser. This Agreement may also be terminated, without the payment of any penalty, by Investment Manager (i) upon 60 days' written notice to Subadviser;
(ii) upon material breach by Subadviser of any representations and warranties set forth in this Agreement, if such breach has not been cured within 20 days after written notice of such breach; or (iii) immediately if, in the reasonable judgment of Investment Manager, Subadviser becomes unable to discharge its duties and obligations under this Agreement, including circumstances such as the insolvency of Subadviser or other circumstances that could adversely affect the Fund. Subadviser may terminate this Agreement at any time, without payment of any penalty, (1) upon 60 days' written notice to Investment Manager; or (2) upon material breach by Investment Manager of any representations and warranties set forth in the Agreement, if such breach has not been cured within 20 days after written notice of such breach. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Advisory Agreement.

(c) In the event of termination of the Agreement, those paragraphs of the Agreement which govern conduct of the parties' future interactions with respect to Subadviser having provided investment management services to the Fund(s) for the duration of the Agreement, including, but not limited to, paragraphs 1(a)(iv)(a), 1(d), 1(e), 1(f), 8(a),
8(b), 8(c), 15, 17, 18 and 20 shall survive such termination of the Agreement.

10. Subadviser's Services Are Not Exclusive. Nothing in this Agreement shall limit or restrict the right of Subadviser or any of its partners, officers, or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, or limit or restrict Subadviser's right to engage in any other business or to render services of any kind to any other mutual fund, corporation, firm, individual, or association. Subadviser acts as adviser to other clients and may, subject to compliance with its fiduciary obligations, give advice, and take action, with respect to any of those which may differ from the advice given, or the timing or nature of action taken, with respect to the Fund.

Subject to its fiduciary obligation to the Fund, Subadviser shall have no obligation to purchase or sell for the Fund, or to recommend for purchase or sale by the Fund, any security which Subadviser, its principals, affiliates or employees may purchase or sell for themselves or for any other clients.

11. References to Subadviser. Subadviser hereby grants to Investment Manager during the term of this Agreement, the right and license to use Subadviser's name and registered and unregistered trademarks, service marks and logos on Investment Manager's web site(s) and in other materials solely for the purposes of disclosing and promoting the relationship between the parties as described herein. In accordance with the exercise of the license rights granted in the preceding sentence, Investment Manager agrees to furnish to Subadviser at its principal office all prospectuses, SAI's, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to sales personnel, shareholders of the Fund or the public, that refer to Subadviser prior to the use thereof, and not to use such material if Subadviser reasonably objects in writing five
(5) business days (or such other time as may be mutually agreed upon) after receipt thereof. Such materials may be furnished to Subadviser hereunder by first-class or overnight mail, electronic or facsimile transmission, or hand delivery. In the event that this Agreement shall be terminated for any reason, and in the event a new or successor Agreement with Subadviser is not concluded, Investment Manager understands that it must immediately take all steps necessary to delete the name "[Subadviser]" from the Fund's name and any other reference in all materials (including Investment Manager's website) and cease any and all use of the name "[Subadviser]".

12. Notices. Any notice under this Agreement must be given in writing as provided below or to another address as either party may designate in writing to the other.

Subadviser:

Fax: _____________________

with a copy to:

Tel: _____________________ Fax: _____________________

Investment Manager:

Joseph Nee
Vice President Product Management and Development RiverSource Investments, LLC 1489 Ameriprise Financial Center Minneapolis, MN 55474
Tel: (612) 678-7644
Fax: (612) 671-7801

with a copy to:

Christopher O. Petersen
Vice President and Group Counsel Ameriprise Financial
50606 Ameriprise Financial Center Minneapolis, MN 55474
Tel: (612) 671-4321
Fax: (612) 671-3767

13. Amendments. This Agreement may be amended by mutual consent, subject to approval by the Board and the Fund's shareholders to the extent required by the 1940 Act.

14. Assignment. No assignment of this Agreement shall be made by Investment Manager or Subadviser without the prior written consent of the Fund, and, if required by law, the Fund's shareholders, and Investment Manager or Subadviser (as applicable). Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers, or employees of Investment Manager or Subadviser except as may be provided to the contrary in the 1940 Act or the rules and regulations thereunder.

15. Governing Law. This Agreement, and, in the event of termination of the Agreement, those paragraphs that survive such termination of the Agreement under paragraph 9(c), shall be governed by the laws of the commonwealth of Massachusetts, without giving effect to the conflicts of laws principles thereof, or any applicable provisions of the 1940 Act. To the extent that the laws of the commonwealth of Massachusetts, or any of the provision of this Agreement, conflict with applicable provisions of the 1940 Act, the latter shall control.

16. Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof.

17. Severability. Should any part of this Agreement be held invalid by a court decision, statute, rule, or otherwise, the remainder of this Agreement shall not be affected thereby. This Agreement and, in the event of termination of the Agreement, those paragraphs that

survive such termination of the Agreement under paragraph 9(c), shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors.

18. Interpretation. Any questions of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision in the 1940 Act and to interpretation thereof, if any, by the federal courts or, in the absence of any controlling decision of any such court, by rules, regulations, or orders of the SEC validly issued pursuant to the 1940 Act. Where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is altered by a rule, regulation, or order of the SEC, whether of special or general application, such provision shall be deemed to incorporate the effect of such rule, regulation, or order.

19. Headings. The headings in this Agreement are intended solely as a convenience and are not intended to modify any other provision herein.

20. Authorization. Each of the parties represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action by such party and when so executed and delivered, this Agreement will be the valid and binding obligation of such party in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

RIVERSOURCE INVESTMENTS, LLC            ________________________________________


By:                                     By:
    ---------------------------------       ------------------------------------
               Signature                                  Signature
Name:                                   Name:
      -------------------------------         ----------------------------------
                 Printed                                   Printed
Title:                                  Title:
       ------------------------------          ---------------------------------

SUBADVISORY AGREEMENT

SCHEDULE A

Compensation pursuant to Paragraph 4 of Subadvisory Agreement shall be calculated in accordance with the following schedule:

Average Daily Net Assets   Rate
------------------------   ----
____________               __%

The rates set forth above apply to average daily net assets that are subject to Subadviser's investment discretion in the following fund:

Date: _________, 20__

DISTRIBUTION AGREEMENT
AMENDED AND RESTATED

This Distribution Agreement ("Agreement"), effective as of May 1, 2009, amended and restated _______, 2010, is by and between RiverSource Fund Distributors, Inc. ("Distributor"), a Delaware corporation, and RiverSource Variable Series Trust, a Massachusetts business trust, and Seligman Portfolios, Inc., a Maryland corporation, on behalf of their underlying series listed in Schedule A (each a "Fund" and collectively the "Funds"). The terms "Fund" or "Funds" are used to refer to the corporation and the underlying series as the context requires.

Part One: APPOINTMENT OF DISTRIBUTOR

(1) The Fund covenants and agrees that, during the term of this Agreement and any renewal or extension, Distributor shall have the right to act as principal underwriter for the Fund and to offer for sale and to distribute any and all shares of each class of capital stock issued or to be issued by the Fund, upon the terms described herein and in the Fund's prospectus and statement of additional information ("prospectus") included in the Fund's registration statement most recently filed with the Securities and Exchange Commission ("SEC") and effective under the Securities Act of 1933 ("1933 Act") and the Investment Company Act of 1940 ("1940 Act"), or as the Fund's prospectus may otherwise be amended or supplemented and filed with the SEC pursuant to Rule 497 of the 1933 Act.

The right to act as principal underwriter will not apply:

(a) to transactions in connection with the merger or consolidation of any other investment company or personal holding company with the Fund or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by the Fund; or

(b) pursuant to reinvestment of dividends or capital gains distributions.

(2) Distributor hereby covenants and agrees to act as the principal underwriter of each class of capital shares issued and to be issued by the Fund during the period of this Agreement and agrees to offer for sale such shares as long as such shares remain available for sale, unless Distributor is unable or unwilling to make such offer for sale or sales or solicitations therefore legally because of any federal, state, provincial or governmental law, rule or agency or for any financial reason. Distributor agrees to devote reasonable time and effort to effect sales of shares of the Fund but is not obligated to sell any specific number of shares. It is understood that Distributor may act as principal underwriter for other entities including registered investment companies.

(3) Distributor is authorized to enter into separate written agreements regarding the sale of shares of the Fund, on terms and conditions consistent with this Agreement, the Plan and Agreement of Distribution (the "12b-1 Plan"), the order under Section 6(c) of the 1940 Act granting the Funds certain exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the 1940 Act and Rules 6e-2(b) and 6e-3T(b)(15) under the 1940 Act ( SEC Release No. 26495, July 9, 2004)(the "Mixed and Shared Funding Exemptive Order") and the Notice of Application for the Mixed and Shared Funding Exemptive Order (SEC Release No. 26468, June 16, 2004) with affiliated and unaffiliated insurance companies that have separate accounts allocated for investment in the Fund, with their affiliated broker-dealers and with shareholders eligible to purchase shares of the Fund pursuant to applicable Internal Revenue Code provisions and the terms of the Mixed and Shared Funding Exemptive Order ("Participation Agreements") and with broker-dealers with respect to sales to eligible shareholders ("Selling Agreements"). The Fund will not pay any compensation under the Participation Agreements or the Selling Agreements (collectively referred to as the "Selling Agreements").

RiverSource Fund Distributors - VP and VIT Funds Distribution Agreement

Page 2

Part Two: SALE OF FUND SHARES

(1) With respect to the offering for sale and sale of shares of each class to be issued by the Fund, it is mutually understood and agreed that such shares are to be sold on the following terms:

(a) Distributor has the right, as principal, to buy from the Fund the shares needed to fill unconditional orders for shares.

(b) For orders for Fund shares placed with Distributor under Selling Agreements, Distributor has the right, as principal, to buy from the Fund the shares needed to fill unconditional orders.

(d) The shares will be resold by Distributor at the price determined as set forth in the prospectus. Distributor shall not give any information or make any representations with respect to the Fund, other than those contained in the prospectus, statement of additional information or any approved sales literature.

(e) The Fund or its transfer agent shall be promptly advised of all orders received.

(f) The net asset value of the shares will be determined by the Fund or any agent of the Fund in accordance with the method set forth in the prospectus. In the event the Fund suspends the determination of the net asset value as permitted under Section 22(c) of the 1940 Act, the computation of the net asset value for the purpose of determining the number of shares or fractional shares to be acquired may be deferred until the close of business on the first full business day upon which the net asset value is next computed.

(g) Distributor or the Fund may in its discretion refuse to accept orders for shares and the Distributor may provide similar discretion in Selling Agreements.

(h) Distributor will make such reports as may be requested from time to time by the Fund regarding Selling Agreements.

(2) The Fund agrees to make prompt and reasonable effort to do any and all things necessary, in the opinion of Distributor, to have and to keep the Fund and the shares properly registered or qualified in all appropriate jurisdictions and, as to shares, in such amounts as Distributor may from time to time designate in order that the Fund's shares may be offered or sold in such jurisdictions.

(3) Distributor agrees to cause to be delivered to each purchaser a prospectus or such other disclosure document as may be required by law.

Part Three: REPURCHASE OR REDEMPTION OF FUND SHARES

(1) In connection with the repurchase of shares, Distributor will act as agent of the Fund. Any outstanding shares may be tendered for redemption at any time and the Fund agrees to repurchase or redeem the shares in accordance with the terms and conditions of the prospectus. The Fund will pay the amount of the redemption price to shareholders on or before the seventh business day after receiving the notice of redemption in proper form except as provided for in paragraph (2).

RiverSource Fund Distributors - VP and VIT Funds Distribution Agreement

Page 3

(2) The net asset value of the shares will be determined by the Fund or any agent of the Fund in accordance with the method set forth in the prospectus. In the event the Fund suspends the determination of the net asset value as permitted under Section 22(c) of the 1940 Act, the computation of the net asset value for the purpose of determining the redemption price on the number of shares or fractional shares to be redeemed or repurchased may be deferred until the close of business on the first full business day upon which the net asset value is next computed.

Part Four: ALLOCATION OF EXPENSES AND COMPENSATION

(1) For services rendered and expenses borne as principal underwriter, Distributor shall receive no compensation from the Fund other than the fees payable by the Fund pursuant to the 12b-1 Plan.

(2) Distributor shall bear all expenses incurred by it in connection with its duties and activities under this Agreement including the payment under Selling Agreements of any sales commissions, service fees, revenue sharing, and expenses for sales of a Fund's shares (except such expenses as are specifically undertaken herein by a Fund). Distributor shall bear the costs and expenses of preparing, printing and distributing prospectuses, statements of additional information, shareholder reports and any supplementary sales literature used by the Distributor or furnished by it for use under Selling Agreements in connection with the offering of the shares for sale. Any expenses of advertising incurred in connection with such offering will also be the obligation of the Distributor. It is understood and agreed that, so long as a Fund's 12b-1 Plan continues in effect, any expenses incurred by the Distributor under this Agreement may be paid in accordance with the terms of the 12b-1 Plan.

Part Five: MISCELLANEOUS

(1) Distributor shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent the Fund.

(2) Distributor agrees to perform such agreed anti-money laundering ("AML") functions with respect to purchases of the Fund's shares as the Fund or its agent may delegate to Distributor from time to time or as Distributor is otherwise obligated to perform. In accordance with mutually-agreed procedures, Distributor shall use its best efforts in carrying out such agreed functions consistent with the requirements of the Fund's AML program. Distributor agrees to cooperate with any request from examiners of United States Government agencies having jurisdiction over the Fund for information and records relating to the Fund's AML program and consents to inspection by such examiners for this purpose.

(3) Distributor and the Fund agree to conform with all applicable state and federal laws and regulations relating to any rights or obligations under the terms of this Agreement.

(4) The Fund agrees that it will furnish Distributor with information with respect to the affairs and accounts of the Fund, and in such form as Distributor may from time to time reasonably require, and further agrees that Distributor, at all reasonable times, shall be permitted to inspect the books and records of the Fund.

(5) Distributor agrees to indemnify and hold harmless the Fund and each person who has been, is, or may hereafter be a member of the Board of Trustees ("Board member") of the Fund against expenses reasonably incurred by any of them in connection with any claim or in connection with any action, suit or proceeding to which any of them may be a party, which arises out of or is alleged to arise out of any misrepresentation or omission to state a material fact, or out of any alleged misrepresentation or omission to state a material fact, on the part of Distributor or any agent or employee of Distributor

RiverSource Fund Distributors - VP and VIT Funds Distribution Agreement

Page 4

or any other person for whose acts Distributor is responsible or is alleged to be responsible, unless such misrepresentation or omission was made in reliance upon information furnished by the Fund. Distributor likewise agrees to indemnify and hold harmless the Fund and each such person in connection with any claim or in connection with any action, suit or proceeding which arises out of or is alleged to arise out of Distributor's (or an affiliate of Distributor's) failure to exercise reasonable care and diligence. The term "expenses" includes amounts paid in satisfaction of judgments or in settlements that are made with Distributor's consent. The foregoing rights of indemnification shall be in addition to any other rights to which the Fund or a Board member may be entitled as a matter of law.

(6) Neither this Agreement nor any transaction had pursuant hereto shall be invalidated or in any way affected by the fact that Board members, officers, agents and/or shareholders of the Fund are or may be interested persons of Distributor as directors, officers, shareholders or otherwise; that directors, officers, shareholders or agents of Distributor are or may be interested persons of the Fund as Board members, officers, shareholders or otherwise; or that Distributor is or may be interested in the Fund as shareholder or otherwise, provided, however, that neither Distributor nor any officer or director of Distributor or any officers or Board members of the Fund shall sell to or buy from the Fund any property or security other than a security issued by the Fund, except in accordance with a rule, regulation or order of the SEC.

(7) For the purposes of this Agreement, a "business day" shall have the same meaning as is given to the term in the By-laws of the Fund.

(8) Any notice under this Agreement shall be given in writing, addressed and delivered, or mailed postpaid, to the parties to this Agreement at each company's principal place of business in Minneapolis, Minnesota, or to such other address as either party may designate in writing mailed to the other.

(9) Distributor agrees that no officer, director or employee of Distributor will deal for or on behalf of the Fund with himself as principal or agent, or with any corporation or partnership in which he may have a financial interest, except that this shall not prohibit:

(a) Officers, directors and employees of Distributor from having a financial interest in the Fund or in Distributor.

(b) The purchase of securities for the Fund, or the sale of securities owned by the Fund, through a security broker or dealer, one or more of whose partners, officers, directors or employees is an officer, director or employee of Distributor, provided such transactions are handled in the capacity of broker only and provided commissions charged do not exceed customary brokerage charges for such services.

(c) Transactions with the Fund by a broker-dealer affiliate of Distributor if allowed by rule or order of the SEC and if made pursuant to procedures adopted by the Fund's Board of Trustees.

(10) Distributor agrees that, except as otherwise provided in this Agreement or as may be permitted consistent with the use of a broker-dealer affiliate of Distributor under applicable provisions of the federal securities laws, neither it nor any of its officers, directors or employees shall at any time during the period of this Agreement make, accept or receive, directly or indirectly, any fees, profits or emoluments of any character in connection with the purchase or sale of securities (except securities issued by the Fund) or other assets by or for the Fund.

RiverSource Fund Distributors - VP and VIT Funds Distribution Agreement

Page 5

(11) This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties.

(12) This Agreement is governed by the laws of the State of Minnesota.

(13) For each Fund that is organized as a Massachusetts Business Trust. A copy of the Declaration of Trust, together with all amendments, is on file in the office of the Secretary of State of the Commonwealth of Massachusetts. The execution and delivery of this Agreement has been authorized by the Trustees and the Agreement has been signed by an authorized officer of the Fund. It is expressly agreed that the obligations of the Fund under this Agreement shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund, personally, but bind only the assets and property of the Fund, as provided in the Declaration of Trust.

Part Six: TERMINATION

(1) This Agreement shall continue in effect from year to year unless and until terminated by Distributor or the Fund, except that such continuance shall be specifically approved at least annually by a vote of a majority of the Board members who are not parties to this Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval, and by a majority of the Board members or by vote of a majority of the outstanding voting securities of the Fund. As used in this paragraph, the term "interested person" shall have the meaning as set forth in the 1940 Act.

(2) This Agreement may be terminated by Distributor or the Fund at any time by giving the other party sixty (60) days written notice of such intention to terminate.

(3) This agreement shall terminate in the event of its assignment, the term "assignment" for this purpose having the same meaning as set forth in the 1940 Act.

IN WITNESS WHEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.

RIVERSOURCE VARIABLE SERIES TRUST
SELIGMAN PORTFOLIOS, INC.

By
Patrick T. Bannigan
President

RIVERSOURCE FUND DISTRIBUTORS, INC.

By
William F. Truscott
Chairman of the Board and Chief Executive Officer

RiverSource Fund Distributors - VP and VIT Funds Distribution Agreement

Page 6

SCHEDULE A

FUNDS

RiverSource Variable Series Trust is a Massachusetts business trust and Seligman Portfolios, Inc. is a Maryland corporation.

The Funds to which this Agreement applies follow:

RIVERSOURCE VARIABLE SERIES TRUST
Disciplined Asset Allocation Portfolios - Aggressive Disciplined Asset Allocation Portfolios - Conservative Disciplined Asset Allocation Portfolios - Moderate Disciplined Asset Allocation Portfolios - Moderately Aggressive Disciplined Asset Allocation Portfolios - Moderately Conservative RiverSource Variable Portfolio - Balanced Fund RiverSource Variable Portfolio - Cash Management Fund RiverSource Variable Portfolio - Diversified Bond Fund RiverSource Variable Portfolio - Diversified Equity Income Fund RiverSource Variable Portfolio - Dynamic Equity Fund RiverSource Variable Portfolio - Global Bond Fund RiverSource Variable Portfolio - Global Inflation Protected Securities Fund RiverSource Variable Portfolio - High Yield Bond Fund RiverSource Variable Portfolio - Income Opportunities Fund RiverSource Variable Portfolio - Limited Duration Bond Fund RiverSource Variable Portfolio - Mid Cap Growth Fund RiverSource Variable Portfolio - Mid Cap Value Fund RiverSource Variable Portfolio - S&P 500 Index Fund RiverSource Variable Portfolio - Short Duration U.S. Government Fund RiverSource Variable Portfolio - Strategic Income Fund Seligman Variable Portfolio - Growth Fund Seligman Variable Portfolio - Larger-Cap Value Fund Seligman Variable Portfolio - Smaller-Cap Value Fund Threadneedle Variable Portfolio - Emerging Markets Fund Threadneedle Variable Portfolio - International Opportunity Fund Variable Portfolio - Aggressive Portfolio Variable Portfolio - Conservative Portfolio Variable Portfolio - Moderate Portfolio Variable Portfolio - Moderately Aggressive Portfolio Variable Portfolio - Moderately Conservative Portfolio Variable Portfolio - AllianceBernstein International Value Fund Variable Portfolio - American Century Diversified Bond Fund Variable Portfolio - American Century Growth Fund Variable Portfolio - Davis New York Venture Fund Variable Portfolio - Eaton Vance Floating-Rate Income Fund Variable Portfolio - Goldman Sachs Mid Cap Value Fund Variable Portfolio - Invesco International Growth Fund Variable Portfolio - J.P. Morgan Core Bond Fund Variable Portfolio - Jennison Mid Cap Growth Fund Variable Portfolio - MFS Value Fund
Variable Portfolio - Marsico Growth Fund Variable Portfolio - Mondrian International Small Cap Fund Variable Portfolio - Morgan Stanley Global Real Estate Fund Variable Portfolio - NFJ Dividend Value Fund Variable Portfolio - Partners Small Cap Growth Fund Variable Portfolio - Partners Small Cap Value Fund

RiverSource Fund Distributors - VP and VIT Funds Distribution Agreement

Page 7

Variable Portfolio - PIMCO Mortgage-Backed Securities Fund Variable Portfolio - Pyramis International Equity Fund Variable Portfolio - UBS Large Cap Growth Fund Variable Portfolio - US Equity Fund
Variable Portfolio - International Fund Variable Portfolio - Wells Fargo Short Duration Government Fund

SELIGMAN PORTFOLIOS, INC.
Seligman Capital Portfolio
Seligman Common Stock Portfolio
Seligman Communications and Information Portfolio Seligman Global Technology Portfolio
Seligman International Growth Portfolio Seligman Investment Grade Fixed Income Portfolio Seligman Large-Cap Value Portfolio
Seligman Smaller-Cap Value Portfolio

ADMINISTRATIVE SERVICES AGREEMENT
AMENDED AND RESTATED

This Administrative Services Agreement ("Agreement"), effective as of October 1, 2005, amended and restated _______________, 2010, is by and between Ameriprise Financial, Inc. ("Administrator"), a Delaware corporation, and the Corporations and Trusts ("Registrants") listed in Schedule A, each on behalf of its underlying series. The terms "Fund" or "Funds" are used to refer to either the Registrant or the underlying series as context requires.

PART ONE: SERVICES

(1) The Fund hereby retains Administrator, and Administrator hereby agrees, for the period of this Agreement and under the terms and conditions set forth in this Agreement, to furnish the Fund continuously with all administrative, accounting, and other services, as set forth in more detail, below:

(a) Administration services necessary and appropriate for the business of the Fund, including but not limited to:

(i) Preparing all general or routine shareholder communications including notices of dividends and capital gains distributions;

(ii) Preparing and filing of shareholder reports and other required regulatory reports and communications;

(iii) Preparing and filing of tax reports, including the Fund's income tax returns;

(iv) Monitoring the Fund's compliance with Subchapter M of the Internal Revenue Code, and other applicable tax laws and regulations;

(v) Executing the pricing process and monitoring the reliability of the valuation information received from the independent third-party pricing services and brokers;

(vi) Coordinating and supervising relations with, and monitoring the performance of, custodians, depositories, transfer and pricing agents, accountants, underwriters, brokers and dealers, insurers, printers, Fund auditors, and other persons serving the Fund, deemed to be necessary or desirable;

(vii) Maintaining Fund registration statement updates, and maintaining registration in the jurisdictions in which shares of the Fund are offered for sale;

(viii) Preparing reports, information, surveys, or other analyses to third parties as deemed necessary or desirable by the Fund; and

(ix) Preparing reports, evaluations, information, surveys, statistical analysis or other analysis of the Fund as the Boards of Directors/Trustees of the Fund ("Board") may request from time to time.

(x) Providing support for the Board in connection with the Board's efforts to vote proxies on behalf of the Fund.

(b) Accounting and recordkeeping services necessary and appropriate for the business of the Fund, including but not limited to:

(i) Calculating and supervising publication of the Fund's daily net asset value quotations, pricing, performance and yield information, periodic earnings reports, and other financial data, consistent with federal securities laws and the Fund's current prospectus; and

(ii) Monitoring the Fund's compliance with accounting operations control processes.

(c) Other services necessary and appropriate for the operations of the Fund, not listed above, including but not limited to:

(i) Providing compliance services, as directed by the Fund's Chief Compliance Officer, which may include monitoring the Fund's compliance with applicable federal, state and foreign securities laws, and the rules and regulations thereunder, as applicable, including, without limitation, the Investment Company Act of 1940, the Securities and Exchange Act of 1934 and the Securities Act of 1933, each as amended from time to time, and the rules promulgated under each of the foregoing;

(ii) Providing legal support for closed-end funds to ensure compliance with the New York Stock Exchange listing standards, as they may be amended from time to time;

(iii) Providing legal support of all administration services provided by Administrator under this Agreement;

(iv) Providing other services related to this Agreement, including drafting, filing and maintaining Fund's charter documents with regulatory authorities; drafting, negotiating and maintaining any necessary Fund agreements; assisting in the preparation of regulatory filings; and arranging for and preparing or coordinating materials in connection with shareholder meetings, as necessary;

(v) Providing services to the Fund and to the Board including coordinating and preparing materials for Board and Committee meetings; providing guidance and preparing materials on corporate and legal issues relevant to the Fund's business; and assisting in the Fund's procurement of fidelity bond coverage and error and omissions/directors (trustees) and officers insurance coverage;

(vi) Maintaining the Fund's books and records in accordance with all applicable federal and state securities laws and regulations; and

(vii) Maintaining, together with affiliated companies, a business continuation and recovery program for the Fund, provided that, to the extent consistent with applicable law and regulation, any services provided pursuant to clauses (iii) and (iv) in this Part (1)(d) shall, in the reasonable discretion of the chairperson of the Board (the "Chair"), be subject to review and oversight of the Board, any committee thereof or the Chair.

(2) Administrator agrees to pay on behalf of the Fund such expenses as may be provided for in Part Three; subject always to the direction and control of the Board, the Executive Committee and the authorized officers of the Fund and to maintain an adequate organization of competent persons,.

Administrator agrees to meet with any persons at such times as the Board deems appropriate for the purpose of reviewing Administrator's performance under this Agreement.

(3) The Fund agrees that it will furnish to Administrator any information that the latter may reasonably request with respect to the services performed or to be performed by Administrator under this Agreement.

(4) It is understood and agreed that in furnishing the Fund with services under this Agreement, neither Administrator, nor any officer, director or agent thereof shall be held liable to shareholders of the Fund, the Fund or its creditors for errors of judgment or for anything except willful misfeasance, bad faith, or negligence in the performance of its duties, or reckless disregard of its obligations and duties under the terms of this Agreement. It is further understood and agreed that Administrator may rely upon information furnished to it reasonably believed to be accurate and reliable.

PART TWO: COMPENSATION FOR SERVICES

(1) The Fund agrees to pay to Administrator, and Administrator covenants and agrees to accept from the Fund in full payment for the services furnished, a fee as described in Schedule A. The fee for each calendar day of each year shall be equal to 1/365th (1/366th in each leap year) of the total amount computed. The computation shall be made for each day on the basis of net assets as of the close of the preceding day. In the case of the suspension of the computation of net asset value, the administrative fee for each day during the suspension shall be computed as of the close of business on the last full day on which the net assets were computed. As used in this Agreement "net assets" as of the close of a full day includes all transactions in shares of the Fund recorded on the books of the Fund for that day.

(2) The administrative fee shall be paid on a monthly basis and, in the event of the termination of this Agreement, in whole or in part with respect to any Fund, the administrative fee accrued shall be prorated on the basis of the number of days that this Agreement is in effect during the month with respect to which such payment is made.

(3) The administrative fee shall be paid in cash by the Fund to Administrator within five (5) business days after the last day of each month.

PART THREE: ALLOCATION OF EXPENSES

(1) The Fund agrees to pay:

(a) Administrative fees payable to Administrator for its services under the terms of this Agreement.

(b) Taxes.

(d) Commitment fees on lines of credit.

(e) Fees and expenses of attorneys (i) it employs in matters not involving the assertion of a claim by a third party against the Fund, its Board members and officers, (ii) it employs in conjunction with a claim asserted by the Board against Administrator, except that Administrator shall reimburse the Fund for such fees and expenses if it is ultimately determined by a court of competent jurisdiction, or Administrator agrees, that it is liable in

whole or in part to the Fund, (iii) it employs to assert a claim against a third party, and (iv) it or Administrator employs, with the approval of the Board, to assist in the evaluation of certain investments or other matters related to the administration of the Fund.

(f) Fees paid for the qualification and registration for public sale of the securities of the Fund under the laws of the United States and of the several states in which such securities shall be offered for sale.

(g) Fees of consultants employed by the Fund.

(h) Board member, officer and employee expenses which shall include fees, salaries, memberships, dues, travel, seminars, pension, profit sharing, and all other benefits paid to or provided for Board members, officers and employees, directors and officers liability insurance, errors and omissions liability insurance, worker's compensation insurance and other expenses applicable to the Board members, officers and employees, except the Fund will not pay any fees or expenses of any person who is an officer or employee of Administrator or its affiliates.

(i) Filing fees and charges incurred by the Fund in connection with filing any amendment to its organizational documents, or incurred in filing any other document with the state where the Fund is organized or its political subdivisions.

(j) Organizational expenses of the Fund.

(k) Fund Board and Fund office expenses, separate from Administrator or affiliates of Administrator, which shall include a charge for occupancy, insurance on the premises, furniture and equipment, telephone, telegraph, electronic information services, books, periodicals, published services, and office supplies used by the Fund.

(l) Other expenses properly payable by the Fund, approved by the Board.

(2) Administrator agrees to pay all expenses associated with the services it provides under the terms of this Agreement

PART FOUR: MISCELLANEOUS

(1) Administrator shall be deemed to be an independent contractor and, except as expressly provided or authorized in this Agreement, shall have no authority to act for or represent the Fund.

(2) A "full business day" shall be as defined in the By-laws of the Fund.

(3) The Fund recognizes that Administrator and its affiliates, pursuant to separate agreements, now render and may continue to render services to other investment companies and persons which may or may not have policies similar to those of the Fund and that Administrator provides services for its own investments and/or those of its affiliates. Administrator shall be free to provide such services and the Fund hereby consents thereto.

(4) Neither this Agreement nor any transaction had pursuant hereto shall be invalidated or in any way affected by the fact that Board members, officers, agents and/or shareholders of the Fund are or may be interested in Administrator or any successor or assignee thereof, as directors, officers, stockholders or otherwise; that directors, officers, stockholders or agents of Administrator are or may be interested in the Fund as Board members, officers, shareholders, or otherwise; or that

Administrator or any successor or assignee, is or may be interested in the Fund as shareholder or otherwise, provided, however, that neither Administrator, nor any officer, Board member or employee thereof or of the Fund, shall sell to or buy from the Fund any property or security other than shares issued by the Fund, except in accordance with applicable regulations or orders of the United States Securities and Exchange Commission.

(6) Administrator agrees that no officer, director or employee of Administrator will deal for or on behalf of the Fund with himself as principal or agent, or with any corporation or partnership in which he may have a financial interest, except that this shall not prohibit officers, directors or employees of the Administrator's affiliated companies from having a financial interest in the Fund or in Administrator.

(7) The Fund agrees that Administrator may subcontract for certain of the services described under this Agreement with the understanding that there shall be no diminution in the quality or level of the services and that Administrator remains fully responsible for the services.

(8) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable without the written consent of the other party. This Agreement shall be governed by the laws of the State of Minnesota.

(9) For each Fund that is organized as a Massachusetts business trust, a copy of the Declaration of Trust, together with all amendments, is on file in the office of the Secretary of State of the Commonwealth of Massachusetts. The execution and delivery of this Agreement has been authorized by the Trustees and the Agreement has been signed by an authorized officer of the Fund. It is expressly agreed that the obligations of the Fund under this Agreement shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund, personally, but bind only the assets and property of the Fund, as provided in the Declaration of Trust.

PART FIVE: RENEWAL AND TERMINATION

(1) This Agreement shall continue in effect until April 30, 2008 and, thereafter, from year to year as the parties may mutually agree, provided that either party may terminate this Agreement by giving the other party notice in writing specifying the date of such termination, which shall be not less than 60 days after the date of receipt of such notice.

(2) Non-material amendments or modifications to this Agreement will only be made effective upon written agreement executed by the Administrator and the Fund.

IN WITNESS THEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.

RIVERSOURCE BOND SERIES, INC.
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RIVERSOURCE DIMENSIONS SERIES, INC.
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC.
RIVERSOURCE EQUITY SERIES, INC.
RIVERSOURCE GLOBAL SERIES, INC.
RIVERSOURCE GOVERNMENT INCOME SERIES, INC. RIVERSOURCE GOVERNMENT MONEY MARKET FUND, INC. RIVERSOURCE HIGH YIELD INCOME SERIES, INC. RIVERSOURCE INCOME SERIES, INC.
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC. RIVERSOURCE INTERNATIONAL SERIES, INC.
RIVERSOURCE INVESTMENT SERIES, INC.
RIVERSOURCE LARGE CAP SERIES, INC.
RIVERSOURCE MANAGERS SERIES, INC.
RIVERSOURCE MARKET ADVANTAGE SERIES, INC. RIVERSOURCE MONEY MARKET SERIES, INC.
RIVERSOURCE SECTOR SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SERIES TRUST
RIVERSOURCE SHORT TERM INVESTMENTS SERIES, INC. RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC. RIVERSOURCE STRATEGY SERIES, INC.
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC. RIVERSOURCE TAX-EXEMPT SERIES, INC.
RIVERSOURCE VARIABLE SERIES TRUST
SELIGMAN CAPITAL FUND, INC.
SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC. SELIGMAN FRONTIER FUND, INC.
SELIGMAN GLOBAL FUND SERIES, INC.
SELIGMAN GROWTH FUND, INC.
SELIGMAN LASALLE REAL ESTATE FUND SERIES, INC. SELIGMAN MUNICIPAL FUND SERIES, INC.
SELIGMAN MUNICIPAL SERIES TRUST
SELIGMAN PORTFOLIOS, INC.
SELIGMAN TARGETHORIZON ETF PORTFOLIOS, INC. SELIGMAN VALUE FUND SERIES, INC.

By:
Patrick Bannigan
President

AMERIPRISE FINANCIAL, INC.

By:
William F. Truscott
President - U.S. Asset Management
and Chief Investment Officer

SCHEDULE A

FEE SCHEDULE

Each Registrant is a Minnesota corporation except RiverSource Government Money Market Fund, Inc., Seligman Capital Fund, Inc., Seligman Communications and Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman Global Fund Series, Inc., Seligman Growth Fund, Inc., Seligman LaSalle Real Estate Fund Series, Inc., Seligman Municipal Fund Series, Inc., Seligman Portfolios, Inc., Seligman TargetHorizon ETF Portfolios, Inc. and Seligman Value Fund Series, Inc., which are Maryland corporations and RiverSource California Tax-Exempt Trust, RiverSource Special Tax-Exempt Series Trust, RiverSource Series Trust, RiverSource Variable Series Trust and Seligman Municipal Series Trust, which are Massachusetts business trusts:

The fee is based on the net assets of the Fund as set forth in the following table:

                                                                      ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
                                                       ----------------------------------------------------------------------------
                                                                       500,000,001 - 1,000,000,001 - 3,000,000,001 - 12,000,000,001
FUNDS                                                  0 - 500,000,000 1,000,000,000  3,000,000,000  12,000,000,000        +
-----                                                  --------------- ------------- --------------- --------------- --------------
SCHEDULE I                                                   0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource 120/20 Contrarian Equity                         0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource Absolute Return Currency and Income              0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource Disciplined International Equity                 0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource  Disciplined Small Cap Value                     0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource Emerging Markets Bond                            0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource Global Bond                                      0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource LaSalle Global Real Estate                       0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource Partners International Select Growth             0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource Partners International Select Value              0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource Partners International Small Cap                 0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource Small Company Index                              0.080%        0.075%          0.070%           0.060%       0.050%
RiverSource Strategic Allocation                             0.080%        0.075%          0.070%           0.060%       0.050%
Seligman Global Technology                                   0.080%        0.075%          0.070%           0.060%       0.050%
Seligman Global Technology Portfolio                         0.080%        0.075%          0.070%           0.060%       0.050%
Seligman International Growth Portfolio                      0.080%        0.075%          0.070%           0.060%       0.050%
Seligman Smaller-Cap Value                                   0.080%        0.075%          0.070%           0.060%       0.050%
Seligman Smaller-Cap Value Portfolio                         0.080%        0.075%          0.070%           0.060%       0.050%

                                                                      ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
                                                       ----------------------------------------------------------------------------
                                                                       500,000,001 - 1,000,000,001 - 3,000,000,001 - 12,000,000,001
FUNDS                                                  0 - 500,000,000 1,000,000,000  3,000,000,000  12,000,000,000        +
-----                                                  --------------- ------------- --------------- --------------- --------------
Seligman Variable Portfolio-Smaller-Cap Value                0.080%        0.075%          0.070%           0.060%       0.050%
Threadneedle Emerging Markets                                0.080%        0.075%          0.070%           0.060%       0.050%
Threadneedle European Equity                                 0.080%        0.075%          0.070%           0.060%       0.050%
Threadneedle Global Equity                                   0.080%        0.075%          0.070%           0.060%       0.050%
Threadneedle Global Equity Income                            0.080%        0.075%          0.070%           0.060%       0.050%
Threadneedle Global Extended Alpha                           0.080%        0.075%          0.070%           0.060%       0.050%
Threadneedle International Opportunity                       0.080%        0.075%          0.070%           0.060%       0.050%
Threadneedle Variable Portfolio-Emerging Markets             0.080%        0.075%          0.070%           0.060%       0.050%
Threadneedle Variable Portfolio-International
   Opportunity                                               0.080%        0.075%          0.070%           0.060%       0.050%
Variable Portfolio - AllianceBernstein International
   Value                                                     0.080%        0.075%          0.070%           0.060%       0.050%
Variable Portfolio - Invesco International Growth            0.080%        0.075%          0.070%           0.060%       0.050%
Variable Portfolio - Mondrian International Small Cap        0.080%        0.075%          0.070%           0.060%       0.050%
Variable Portfolio - Morgan Stanley Global Real Estate       0.080%        0.075%          0.070%           0.060%       0.050%
Variable Portfolio - Partners Small Cap Growth               0.080%        0.075%          0.070%           0.060%       0.050%
Variable Portfolio - Partners Small Cap Value                0.080%        0.075%          0.070%           0.060%       0.050%
Variable Portfolio - Pyramis International Equity            0.080%        0.075%          0.070%           0.060%       0.050%
Variable Portfolio - US Equity Fund                          0.080%        0.075%          0.070%           0.060%       0.050%
Variable Portfolio - International Fund                      0.080%        0.075%          0.070%           0.060%       0.050%
SCHEDULE II                                                  0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource California Tax-Exempt                            0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Diversified Bond                                 0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Floating Rate                                    0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource High Yield Bond                                  0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Income Opportunities                             0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Inflation Protected Securities                   0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Intermediate Tax-Exempt                          0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Limited Duration Bond                            0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Minnesota Tax-Exempt                             0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource New York Tax-Exempt                              0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Short Duration U.S. Government                   0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Strategic Income Allocation                      0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Tax-Exempt Bond                                  0.070%        0.065%          0.060%           0.050%       0.040%

                                                                       ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
                                                       ----------------------------------------------------------------------------
                                                                       500,000,001 - 1,000,000,001 - 3,000,000,001 - 12,000,000,001
FUNDS                                                  0 - 500,000,000 1,000,000,000  3,000,000,000  12,000,000,000        +
-----                                                  --------------- ------------- --------------- --------------- --------------
RiverSource Tax-Exempt High Income                           0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource U.S. Government Mortgage                         0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Variable Portfolio-Diversified Bond              0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Variable Portfolio-Global Inflation
   Protected Securities                                      0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Variable Portfolio-High Yield Bond               0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Variable Portfolio-Income Opportunities          0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Variable Portfolio - Limited Duration Bond       0.070%        0.065%          0.060%           0.050%       0.040%
RiverSource Variable Portfolio - Strategic Income            0.070%        0.065%          0.060%           0.050%       0.040%
Seligman California Municipal High Yield                     0.070%        0.065%          0.060%           0.050%       0.040%
Seligman California Municipal Quality                        0.070%        0.065%          0.060%           0.050%       0.040%
Seligman Investment Grade Fixed Income Portfolio             0.070%        0.065%          0.060%           0.050%       0.040%
Seligman Minnesota Municipal                                 0.070%        0.065%          0.060%           0.050%       0.040%
Seligman National Municipal                                  0.070%        0.065%          0.060%           0.050%       0.040%
Seligman New York Municipal                                  0.070%        0.065%          0.060%           0.050%       0.040%
Variable Portfolio - American Century Diversified Bond       0.070%        0.065%          0.060%           0.050%       0.040%
Variable Portfolio - Eaton Vance Floating-Rate Income        0.070%        0.065%          0.060%           0.050%       0.040%
Variable Portfolio - J.P. Morgan Core Bond                   0.070%        0.065%          0.060%           0.050%       0.040%
Variable Portfolio - PIMCO Mortgage-Backed Securities        0.070%        0.065%          0.060%           0.050%       0.040%
Variable Portfolio - Wells Fargo Short Duration
   Government                                                0.070%        0.065%          0.060%           0.050%       0.040%
SCHEDULE III                                                 0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Balanced                                         0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Cash Management                                  0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Disciplined Equity                               0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Disciplined Large Cap Growth                     0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Disciplined Large Cap Value                      0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Disciplined Small and Mid Cap Equity             0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Diversified Equity Income                        0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Dividend Opportunity                             0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Equity Value                                     0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Government Money Market                          0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource LaSalle Monthly Dividend Real Estate             0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Mid Cap Growth                                   0.060%        0.055%          0.050%           0.040%       0.030%

                                                                        ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
                                                       ----------------------------------------------------------------------------
                                                                       500,000,001 - 1,000,000,001 - 3,000,000,001 - 12,000,000,001
FUNDS                                                  0 - 500,000,000 1,000,000,000  3,000,000,000  12,000,000,000        +
-----                                                  --------------- ------------- --------------- --------------- --------------
RiverSource Mid Cap Value                                    0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Partners Fundamental Value                       0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Precious Metals and Mining                       0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Real Estate                                      0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Recovery and Infrastructure                      0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource S&P 500 Index                                    0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Variable Portfolio-Balanced                      0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Variable Portfolio-Cash Management               0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Variable Portfolio-Diversified Equity
   Income                                                    0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Variable Portfolio-Dynamic Equity                0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Variable Portfolio-Mid Cap Growth                0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Variable Portfolio-Mid Cap Value                 0.060%        0.055%          0.050%           0.040%       0.030%
RiverSource Variable Portfolio-S&P 500 Index                 0.060%        0.055%          0.050%           0.040%       0.030%
Seligman Capital                                             0.060%        0.055%          0.050%           0.040%       0.030%
Seligman Capital Portfolio                                   0.060%        0.055%          0.050%           0.040%       0.030%
Seligman Common Stock Portfolio                              0.060%        0.055%          0.050%           0.040%       0.030%
Seligman Communications and Information Fund                 0.060%        0.055%          0.050%           0.040%       0.030%
Seligman Communications and Information Portfolio            0.060%        0.055%          0.050%           0.040%       0.030%
Seligman Growth                                              0.060%        0.055%          0.050%           0.040%       0.030%
Seligman Large-Cap Value                                     0.060%        0.055%          0.050%           0.040%       0.030%
Seligman Large-Cap Value Portfolio                           0.060%        0.055%          0.050%           0.040%       0.030%
Seligman TargETFund 2015                                     0.060%        0.055%          0.050%           0.040%       0.030%
Seligman TargETFund 2025                                     0.060%        0.055%          0.050%           0.040%       0.030%
Seligman TargETFund 2035                                     0.060%        0.055%          0.050%           0.040%       0.030%
Seligman TargETFund 2045                                     0.060%        0.055%          0.050%           0.040%       0.030%
Seligman TargETFund Core                                     0.060%        0.055%          0.050%           0.040%       0.030%
Seligman Variable Portfolio-Growth                           0.060%        0.055%          0.050%           0.040%       0.030%
Seligman Variable Portfolio-Larger-Cap Value                 0.060%        0.055%          0.050%           0.040%       0.030%
Variable Portfolio - American Century Growth                 0.060%        0.055%          0.050%           0.040%       0.030%
Variable Portfolio-Davis New York Venture                    0.060%        0.055%          0.050%           0.040%       0.030%
Variable Portfolio-Goldman Sachs Mid Cap Value               0.060%        0.055%          0.050%           0.040%       0.030%
Variable Portfolio - Jennison Mid Cap Growth                 0.060%        0.055%          0.050%           0.040%       0.030%

                                                                        ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
                                                       ----------------------------------------------------------------------------
                                                                       500,000,001 - 1,000,000,001 - 3,000,000,001 - 12,000,000,001
FUNDS                                                  0 - 500,000,000 1,000,000,000  3,000,000,000  12,000,000,000        +
-----                                                  --------------- ------------- --------------- --------------- --------------
Variable Portfolio - MFS Value                               0.060%        0.055%          0.050%           0.040%       0.030%
Variable Portfolio - Marsico Growth                          0.060%        0.055%          0.050%           0.040%       0.030%
Variable Portfolio - NFJ Dividend Value                      0.060%        0.055%          0.050%           0.040%       0.030%
Variable Portfolio - UBS Large Cap Growth                    0.060%        0.055%          0.050%           0.040%       0.030%
SCHEDULE IV                                                  0.020%        0.020%          0.020%           0.020%       0.020%
Disciplined Asset Allocation Portfolios - Aggressive         0.020%        0.020%          0.020%           0.020%       0.020%
Disciplined Asset Allocation Portfolios - Conservative       0.020%        0.020%          0.020%           0.020%       0.020%
Disciplined Asset Allocation Portfolios - Moderate           0.020%        0.020%          0.020%           0.020%       0.020%
Disciplined Asset Allocation Portfolios - Moderately
   Aggressive                                                0.020%        0.020%          0.020%           0.020%       0.020%
Disciplined Asset Allocation Portfolios - Moderately
   Conservative                                              0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Income Builder Basic Income                      0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Income Builder Enhanced Income                   0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Income Builder Moderate Income                   0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Portfolio Builder Aggressive                     0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Portfolio Builder Conservative                   0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Portfolio Builder Moderate                       0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Portfolio Builder Moderate Aggressive            0.020%        0.020%          0.020%           0.020%       0.020%
Portfolio Builder Moderate Conservative                      0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Portfolio Builder Total Equity                   0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Retirement Plus 2010                             0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Retirement Plus 2015                             0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Retirement Plus 2020                             0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Retirement Plus 2025                             0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Retirement Plus 2030                             0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Retirement Plus 2035                             0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Retirement Plus 2040                             0.020%        0.020%          0.020%           0.020%       0.020%
RiverSource Retirement Plus 2045                             0.020%        0.020%          0.020%           0.020%       0.020%
Variable Portfolio - Aggressive Portfolio                    0.020%        0.020%          0.020%           0.020%       0.020%
Variable Portfolio - Conservative Portfolio                  0.020%        0.020%          0.020%           0.020%       0.020%
Variable Portfolio - Moderate Portfolio                      0.020%        0.020%          0.020%           0.020%       0.020%
Variable Portfolio - Moderately Aggressive Portfolio         0.020%        0.020%          0.020%           0.020%       0.020%
Variable Portfolio - Moderately Conservative Portfolio       0.020%        0.020%          0.020%           0.020%       0.020%

                                                                       ASSET LEVELS AND BREAKPOINTS IN APPLICABLE FEES
                                                       ----------------------------------------------------------------------------
                                                                       500,000,001 - 1,000,000,001 - 3,000,000,001 - 12,000,000,001
FUNDS                                                  0 - 500,000,000 1,000,000,000  3,000,000,000  12,000,000,000        +
-----                                                  --------------- ------------- --------------- --------------- --------------
SCHEDULE V                                                     0              0              0                 0           0
   RiverSource Short-Term Cash                                N/A            N/A            N/A               N/A         N/A

TRANSFER AGENCY AND SERVICING AGREEMENT
AMENDED AND RESTATED

This Transfer Agency and Servicing Agreement ("Agreement"), dated as of November 8, 2007, amended and restated ___________, is by and between RiverSource Service Corporation ("Transfer Agent"), a Minnesota corporation, and RiverSource Variable Series Trust, a Massachusetts business trust and Seligman Portfolios, Inc., a Maryland corporation, ("Registrant" or "Registrants") on behalf of the underlying series listed in Schedule A (each a "Fund" and collectively the "Funds"). The terms "Fund" or "Funds" are used to refer to either the Registrant or the underlying series as context requires. The Fund and the Transfer Agent are collectively referred to as the "parties."

In consideration of the mutual promises set forth below, the Fund and the Transfer Agent agree as follows:

1. Appointment of the Transfer Agent. The Fund hereby appoints the Transfer Agent, as transfer agent for its shares ("shares") of the Fund, and the Transfer Agent accepts such appointment and agrees to perform the duties set forth below. It is understood that all shares will be owned by insurance companies ("Insurance Companies") and held in accounts for the benefit of owners of variable life insurance policies or annuity contracts and that these insurance companies will be solely responsible for the administration and servicing of these policies and contracts.

2. Compensation.

(a) Except to the extent indicated otherwise in Schedule A, the Fund will compensate the Transfer Agent for the performance of its obligations under this Agreement a fee, accrued daily and payable monthly, which shall be equal to 0.06% (6 basis points) of the average daily net assets of the Fund. The fee provided for hereunder shall be paid in cash by the Fund to the Transfer Agent within five (5) business days after the last day of each period. The fee does not include out-of-pocket disbursements of the Transfer Agent for which the Transfer Agent shall be entitled to bill the Fund separately.

(b) Any compensation jointly agreed to hereunder may be adjusted from time to time by written agreement of the parties.

(c) Out-of-pocket disbursements shall include, but shall not be limited to, the items specified in Schedule B. Reimbursement by the Fund for expenses incurred by the Transfer Agent in any month shall be made as soon as practicable after the receipt of an itemized bill from the Transfer Agent.

(d) Subcontractors. The Fund agrees that the Transfer Agent may subcontract for services described under this Agreement with the understanding that there shall be no diminution in the quality or level of the services as determined by the Fund and that the Transfer Agent remains fully responsible for the services. Except for out-of-pocket expenses identified in Schedule B, the Transfer Agent shall bear the cost of subcontracting such services, unless otherwise agreed by the parties. The Fund agrees that the Transfer Agent may use revenues from the Agreement to pay subcontractors for the services they provide.

Transfer Agency & Servicing Agreement - Variable Series Trust and Seligman Portfolios, Inc.

Page 2

3. Documents. The Fund will furnish from time to time such certificates, documents or opinions as the Transfer Agent deems to be appropriate or necessary for the proper performance of its duties.

4. Representations of the Fund and the Transfer Agent.

(a) The Fund represents to the Transfer Agent that all outstanding shares are validly issued, fully paid and non-assessable by the Fund. When shares are hereafter issued in accordance with the terms of the Fund's organizational documents, such shares shall be validly issued, fully paid and non-assessable by the Fund.

(b) The Transfer Agent represents that it is registered under Section 17A(c) of the Securities Exchange Act of 1934. The Transfer Agent agrees to maintain the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement and to comply with all applicable laws.

5. Duties of the Transfer Agent. The Transfer Agent shall be responsible for providing or ensuring that the following services are provided:

(a) Sale and Redemption of Fund Shares. On receipt of investment payments or redemption instructions from Insurance Companies, the Transfer Agent will process the payment or redemption, confirm all transactions, and prepare and maintain all reports and records to assure the safekeeping of the Fund's assets. All shares shall be held in book entry form, and no certificate shall be issued except as has been previously issued.

(b) Right to Seek Assurance for Redemption of Fund Shares. The Transfer Agent may refuse to redeem shares of the Fund until it is satisfied that the requested transaction or action is legally authorized or until it is satisfied that there is no basis for any claims adverse to the transaction or action. It may rely on the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code. The Fund shall indemnify the Transfer Agent for any act done or omitted to be done in reliance on such laws or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good faith belief that the transaction or action is illegal or unauthorized.

(c) Required Records. The Transfer Agent shall maintain all accounts, which shall contain all required tax, legally imposed and regulatory information; shall provide and file with federal and state agencies, all required tax and other reports; and shall create and maintain all records in accordance with all applicable laws, rules and regulations, including, but not limited to, the records required by Section 31(a) of the Investment Company Act of 1940, as amended.

(d) The Transfer Agent shall respond to all valid inquiries related to its duties under this Agreement.

(e) Dividends and Distributions. The Transfer Agent shall prepare and present the necessary report to the Fund's custodian regarding processing of income dividends and capital gains distributions.

Transfer Agency & Servicing Agreement - Variable Series Trust and Seligman Portfolios, Inc.

Page 3

(f) Confirmations and Statements. The Transfer Agent shall confirm each transaction as may be required.

(g) Reports to Fund. The Transfer Agent will provide reports pertaining to the services provided under this Agreement as the Fund may request to ascertain the quality and level of services being provided or as required by law.

(h) Market Timing. The Transfer Agent will assist other Fund service providers as necessary in the implementation of the Fund's market timing policy, as set forth in the Fund's prospectus.

6. Ownership and Confidentiality of Records.

(a) General. The Transfer Agent agrees that all records prepared or maintained by it relating to the services to be performed by it under the terms of this Agreement are the property of the Fund and may be inspected by the Fund or any person retained by the Fund at reasonable times. The Fund and Transfer Agent agree to protect the confidentiality of those records.

(b) Regulation S-P.

(1) In accordance with Regulation S-P of the Securities and Exchange Commission, "Nonpublic Personal Information" includes: (1) all personally identifiable financial information; (2) any list, description, or other grouping of consumers (and publicly available information pertaining to them) that is derived using any personally identifiable financial information that is not publicly available information; and (3) any information derived therefrom.

(2) The Transfer Agent must not use or disclose Nonpublic Personal Information for any purpose other than to carry out the purpose for which Nonpublic Personal Information was provided to the Transfer Agent as set forth in this Agreement, and agrees to cause the Transfer Agent, and its employees, agents, representatives, or any other party to whom the Transfer Agent may provide access to or disclose Nonpublic Personal Information to limit the use and disclosure of Nonpublic Personal Information to that purpose.

(3) The Transfer Agent agrees to implement appropriate measures designed to ensure the security and confidentiality of Nonpublic Personal 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, Nonpublic Personal Information that could result in substantial harm or inconvenience to any customer of the Funds; the Transfer Agent further agrees to cause all its agents, representatives, subcontractors, or any other party to whom the Transfer Agent may provide access to, or disclose, Nonpublic Personal Information to implement appropriate measures designed to meet the objectives set forth in this paragraph.

Transfer Agency & Servicing Agreement - Variable Series Trust and Seligman Portfolios, Inc.

Page 4

(4) With respect only to the provisions of this Section 6(b), the Transfer Agent agrees to indemnify and hold harmless the Fund and any officer or director of the Board of the Fund ("Board member") against losses, claims, damages, expenses, or liabilities to which the Fund, or any officer or Board member of the Fund, may become subject as the result of: (1) a material breach of the provisions of this section of the Agreement, or (2) any acts or omissions of the Transfer Agent, or of any of its officers, directors, employees, or agents, that are not in substantial accordance with this Agreement, including, but not limited to, any violation of any federal statute or regulation. Notwithstanding the foregoing, no party shall be entitled to indemnification pursuant to this Section 6(b)(4) if such loss, claim, damage, expense, or liability is due to the willful misfeasance, bad faith, gross negligence, or reckless disregard of duty by the party seeking indemnification.

7. Action by Board and Opinion of Counsel. The Transfer Agent may rely on resolutions of the Board or the Executive Committee of the Board or on opinion of counsel for the Fund.

8. Duty of Care. It is understood and agreed that, in furnishing the Fund with the services as herein provided, neither the Transfer Agent, nor any officer, director or agent thereof shall be held liable for any loss arising out of or in connection with their actions under this Agreement so long as they act in good faith and with due diligence, and are not negligent or guilty of any willful misconduct. It is further understood and agreed that the Transfer Agent may rely upon information furnished to it reasonably believed to be accurate and reliable. In the event the Transfer Agent is unable to perform its obligations under the terms of this Agreement because of an act of God, strike or equipment or transmission failure reasonably beyond its control, the Transfer Agent shall not be liable for any damages resulting from such failure.

9. Term and Termination. This Agreement shall continue in effect from year to year as the parties may mutually agree, provided that either party may terminate this Agreement by giving the other party notice in writing specifying the date of such termination, which shall be not less than 60 days after the date of receipt of such notice. In the event such notice is given by the Fund, it shall be accompanied by a vote of the Board, certified by the Secretary, electing to terminate this Agreement and designating a successor transfer agent or transfer agents. Upon such termination and at the expense of the Fund, the Transfer Agent will deliver to such successor a certified list of shareholders of the Fund (with name, address and taxpayer identification or Social Security number, if available (although such records may consist solely of variable separate accounts of affiliated and unaffiliated insurance companies)), a historical record of the account of each shareholder and the status thereof, and all other relevant books, records, correspondence, and other data established or maintained by the Transfer Agent under this Agreement in the form reasonably acceptable to the Fund, and will cooperate in the transfer of such duties and responsibilities, including provisions for assistance from the Transfer Agent's personnel in the establishment of books, records and other data by such successor or successors.

10. Amendment. This Agreement may not be amended or modified in any manner except by a written agreement executed by the parties.

11. Miscellaneous.

Transfer Agency & Servicing Agreement - Variable Series Trust and Seligman Portfolios, Inc.

Page 5

(a) This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, that this Agreement shall not be assignable without the written consent of the other party.

(b) This Agreement shall be governed by the laws of the State of Minnesota.

(c) For each Fund that is organized as a Massachusetts Business Trust, a copy of the Declaration of Trust, together with all amendments, is on file in the office of the Secretary of State of the Commonwealth of Massachusetts. The execution and delivery of this Agreement has been authorized by the Trustees and the Agreement has been signed by an authorized officer of the Fund. It is expressly agreed that the obligations of the Fund under this Agreement shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund, personally, but bind only the assets and property of the Fund, as provided in the Declaration of Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers as of the day and year written above.

RIVERSOURCE VARIABLE SERIES TRUST
SELIGMAN PORTFOLIOS, INC.

By
Patrick T. Bannigan
President

RIVERSOURCE SERVICE CORPORATION

By:

Lyn Kephart-Strong
President

Transfer Agency & Servicing Agreement - Variable Series Trust and Seligman Portfolios, Inc.

Page 6

SCHEDULE A

FUNDS AND CLASSES

RiverSource Variable Series Trust is a Massachusetts business trust and Seligman Portfolios, Inc. is a Maryland corporation.

The Funds and Classes, to which this Agreement applies follow:

                                                                                      CLASSES
                                                                    --------------------------------------
FUNDS                                                               CLASS 1   CLASS 2    CLASS 3   CLASS 4
-----                                                               -------   --------   -------   -------
RIVERSOURCE VARIABLE SERIES TRUST
Disciplined Asset Allocation Portfolios - Aggressive                  --      Class 2*     --         --
Disciplined Asset Allocation Portfolios - Conservative                --      Class 2*     --         --
Disciplined Asset Allocation Portfolios - Moderate                    --      Class 2*     --         --
Disciplined Asset Allocation Portfolios - Moderately Aggressive       --      Class 2*     --         --
Disciplined Asset Allocation Portfolios - Moderately Conservative     --      Class 2*     --         --
RiverSource Variable Portfolio - Balanced Fund                        --        --       Class 3      --
RiverSource Variable Portfolio - Cash Management Fund               Class 1   Class 2    Class 3      --
RiverSource Variable Portfolio - Diversified Bond Fund              Class 1   Class 2    Class 3      --
RiverSource Variable Portfolio - Diversified Equity Income Fund     Class 1   Class 2    Class 3      --
RiverSource Variable Portfolio - Dynamic Equity Fund                Class 1   Class 2    Class 3      --
RiverSource Variable Portfolio - Global Bond Fund                   Class 1   Class 2    Class 3      --
RiverSource Variable Portfolio - Global Inflation Protected         Class 1   Class 2    Class 3      --
Securities Fund
RiverSource Variable Portfolio - High Yield Bond Fund               Class 1   Class 2    Class 3      --
RiverSource Variable Portfolio - Income Opportunities Fund          Class 1   Class 2    Class 3      --
RiverSource Variable Portfolio - Limited Duration Bond Fund         Class 1   Class 2      --         --
RiverSource Variable Portfolio - Mid Cap Growth Fund                Class 1   Class 2    Class 3      --
RiverSource Variable Portfolio - Mid Cap Value Fund                 Class 1   Class 2    Class 3      --
RiverSource Variable Portfolio - S&P 500 Index Fund                    --        --      Class 3      --
RiverSource Variable Portfolio - Short Duration U.S. Government
   Fund                                                             Class 1   Class 2    Class 3      --
RiverSource Variable Portfolio - Strategic Income Fund              Class 1   Class 2      --         --
Seligman Variable Portfolio - Growth Fund                           Class 1   Class 2    Class 3      --
Seligman Variable Portfolio - Large Cap Value Fund                  Class 1   Class 2    Class 3      --
Seligman Variable Portfolio - Smaller Cap Value Fund                Class 1   Class 2    Class 3      --
Threadneedle Variable Portfolio - Emerging Markets Fund             Class 1   Class 2    Class 3      --
Threadneedle Variable Portfolio - International Opportunity Fund    Class 1   Class 2    Class 3      --
Variable Portfolio - Aggressive Portfolio**                            --     Class 2**    --      Class 4**
Variable Portfolio - Conservative Portfolio**                          --     Class 2**    --      Class 4**
Variable Portfolio - Moderate Portfolio**                              --     Class 2**    --      Class 4**
Variable Portfolio - Moderately Aggressive Portfolio**                 --     Class 2**    --      Class 4**
Variable Portfolio - Moderately Conservative Portfolio**               --     Class 2**    --      Class 4**
Variable Portfolio - AllianceBernstein International Value Fund     Class 1   Class 2      --         --
Variable Portfolio - American Century Diversified Bond Fund         Class 1   Class 2      --         --
Variable Portfolio - American Century Growth Fund                   Class 1   Class 2      --         --
Variable Portfolio - Davis New York Venture Fund                    Class 1   Class 2      --         --
Variable Portfolio - Eaton Vance Floating-Rate Income Fund          Class 1   Class 2      --         --
Variable Portfolio - Goldman Sachs Mid Cap Value Fund               Class 1   Class 2      --         --
Variable Portfolio - Invesco International Growth Fund              Class 1   Class 2      --         --
Variable Portfolio - J.P. Morgan Core Bond Fund                     Class 1   Class 2      --         --
Variable Portfolio - Jennison Mid Cap Growth Fund                   Class 1   Class 2      --         --
Variable Portfolio - MFS Value Fund                                 Class 1   Class 2      --         --
Variable Portfolio - Marsico Growth Fund                            Class 1   Class 2      --         --
Variable Portfolio - Mondrian International Small Cap Fund          Class 1   Class 2      --         --
Variable Portfolio - Morgan Stanley Global Real Estate Fund         Class 1   Class 2      --         --
Variable Portfolio - NFJ Dividend Value Fund                        Class 1   Class 2      --         --

Transfer Agency & Servicing Agreement - Variable Series Trust and Seligman Portfolios, Inc.

Page 7

                                                                                      CLASSES
                                                                    --------------------------------------
FUNDS                                                               CLASS 1   CLASS 2    CLASS 3   CLASS 4
-----                                                               -------   --------   -------   -------
Variable Portfolio - Partners Small Cap Growth Fund                 Class 1   Class 2      --         --
Variable Portfolio - Partners Small Cap Value Fund                  Class 1   Class 2      --         --
Variable Portfolio - PIMCO Mortgage-Backed Securities Fund          Class 1   Class 2      --         --
Variable Portfolio - Pyramis International Equity Fund              Class 1   Class 2      --         --
Variable Portfolio - UBS Large Cap Growth Fund                      Class 1   Class 2      --         --
Variable Portfolio - US Equity Fund                                 Class 1   Class 2      --         --
Variable Portfolio - International Fund                             Class 1   Class 2      --         --
Variable Portfolio - Wells Fargo Short Duration Government Fund     Class 1   Class 2      --         --
SELIGMAN PORTFOLIOS, INC.
Seligman Capital Portfolio                                          Class 1   Class 2      --         --
Seligman Common Stock Portfolio                                     Class 1      --        --         --
Seligman Communications and Information Portfolio                   Class 1   Class 2      --         --
Seligman Global Technology Portfolio                                Class 1   Class 2      --         --
Seligman International Growth Portfolio                             Class 1      --        --         --
Seligman Investment Grade Fixed Income Portfolio                    Class 1      --        --         --
Seligman Large-Cap Value Portfolio                                  Class 1   Class 2      --         --
Seligman Smaller-Cap Value Portfolio                                Class 1   Class 2      --         --

* The single class of shares of Disciplined Asset Allocation Portfolios - Aggressive, Disciplined Asset Allocation Portfolios - Conservative, Disciplined Asset Allocation Portfolios - Moderate, Disciplined Asset Allocation Portfolios - Moderately Aggressive and Disciplined Asset Allocation Portfolios - Moderately Conservative for the purposes of this Agreement is referred to as Class 2 shares.

** There is NO transfer agency services fee for Variable Portfolio - Aggressive Portfolio, Variable Portfolio - Conservative Portfolio, Variable Portfolio - Moderate Portfolio, Variable Portfolio - Moderately Aggressive Portfolio, Variable Portfolio - Moderately Conservative Portfolio and classes they offer.

Transfer Agency & Servicing Agreement - Variable Series Trust and Seligman Portfolios, Inc.

Page 8

SCHEDULE B

OUT-OF-POCKET EXPENSES

The Fund shall reimburse the Transfer Agent monthly for the following out-of-pocket expenses (which may be incurred by Insurance Companies):

- typesetting, printing, paper, envelopes, postage and return postage for proxy soliciting material, and proxy tabulation costs

- printing, paper, envelopes and postage for records of account, purchase confirmations, exchange confirmations and exchange prospectuses, redemption confirmations, redemption checks, and any other communication required to be sent to shareholders and variable account contract owners and policy holders

- typesetting, printing, paper, envelopes and postage for prospectuses, annual and semiannual reports, statements of additional information, supplements for prospectuses and statements of additional information and other required mailings to shareholders and variable account contract owners and policy holders

- other expenses incurred at the request or with the consent of the Fund

Fee Cap/Fee Waiver Agreement

FEE CAP/FEE WAIVER AGREEMENT
AMENDED AND RESTATED

This Agreement, dated Oct. 1, 2005, as amended and restated ____________, 2010, is between each of the investment companies (each a "Registrant"), on behalf of its underlying series funds, as listed in Schedule A (the term "FUND" is used to refer to either the Registrant or the series as context requires), and RiverSource Investments, LLC, in its capacity as investment manager of the Funds, Ameriprise Financial, Inc, in its capacity as administrator of the Funds, RiverSource Service Corporation, in its capacity as transfer agent of the Funds, and RiverSource Fund Distributors, Inc. and RiverSource Distributors, Inc, in their capacity as principal underwriters and distributors of the Funds (collectively referred to as the "SERVICE PROVIDERS"). Under this Agreement, the Service Providers hereby agree to waive all or a portion of the fees they earn and/or cap or reimburse expenses of each Fund incurred in connection with the services they provide to the Funds, in an amount equal to the amount by which the Fund's total operating expense, before giving effect to any applicable performance incentive adjustment (excluding foreign transaction taxes, income paid to brokers related to securities lending program, dividend expenses associated with securities sold short, inverse floater program fees and interest expenses, transaction or brokerage fees, fees and expenses associated with investment in other pooled investment vehicles, including exchange traded funds, other affiliated and unaffiliated mutual funds, and certain other expenses as may be approved by the Funds' Board of Directors/Trustees) exceed the thresholds set forth in the attached Schedule B ("FEE CAPS") for any particular Fund, and the Fund hereby agrees to such Fee Caps.

1. FEE CAPS/FEE WAIVERS. Any allocation of fee waivers and expenses reimbursements among the Service Providers in order to meet the Fee Caps will be determined by the Service Providers.

2. TERMINATION. With respect to any Fund, this Agreement will terminate on the date listed in Schedule B unless modified by written agreement of the Fund and the Service Providers or terminated earlier at the sole discretion of the Fund's Board of Directors/Trustees.

The Service Providers acknowledge that they (1) shall not be entitled to collect on, or make a claim for, waived fees at any time in the future, and (2) shall not be entitled to collect on, or make a claim for, reimbursed Fund expenses at any time in the future.

Fee Cap/Fee Waiver Agreement

IN WITNESS WHEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.

RIVERSOURCE BOND SERIES, INC.
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RIVERSOURCE DIMENSIONS SERIES, INC.
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC.
RIVERSOURCE EQUITY SERIES, INC.
RIVERSOURCE GLOBAL SERIES, INC.
RIVERSOURCE GOVERNMENT INCOME SERIES, INC. RIVERSOURCE GOVERNMENT MONEY MARKET FUND, INC. RIVERSOURCE HIGH YIELD INCOME SERIES, INC. RIVERSOURCE INCOME SERIES, INC.
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC. RIVERSOURCE INTERNATIONAL SERIES, INC.
RIVERSOURCE INVESTMENT SERIES, INC.
RIVERSOURCE LARGE CAP SERIES, INC.
RIVERSOURCE MANAGERS SERIES, INC.
RIVERSOURCE MARKET ADVANTAGE SERIES, INC. RIVERSOURCE MONEY MARKET SERIES, INC.
RIVERSOURCE SECTOR SERIES, INC.
RIVERSOURCE SELECTED SERIES, INC.
RIVERSOURCE SERIES TRUST
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC. RIVERSOURCE STRATEGY SERIES, INC.
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC. RIVERSOURCE TAX-EXEMPT SERIES, INC.
SELIGMAN CAPITAL FUND, INC.
SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC. SELIGMAN FRONTIER FUND, INC.
SELIGMAN GLOBAL FUND SERIES, INC.
SELIGMAN GROWTH FUND, INC.
SELIGMAN LASALLE REAL ESTATE FUND SERIES, INC. SELIGMAN MUNICIPAL FUND SERIES, INC.
SELIGMAN MUNICIPAL SERIES TRUST
SELIGMAN PORTFOLIOS, INC.
SELIGMAN TARGETHORIZON ETF PORTFOLIOS, INC. SELIGMAN VALUE FUND SERIES, INC.

By:

Patrick T. Bannigan
President

AMERIPRISE FINANCIAL, INC.              RIVERSOURCE INVESTMENTS, LLC.


By:                                     By:
    ---------------------------------       ------------------------------------
    William F. Truscott                     William F. Truscott
    President - U.S. Asset Management       President and Chief Investment
    and Chief Investment Officer            Officer


RIVEROURCE FUND DISTRIBUTORS, INC.      RIVEROURCE SERVICE CORPORATION


By:                                     By:
    ---------------------------------       ------------------------------------
    William F. Truscott                     Lyn Kephart-Strong
    Chairman of the Board and Chief         President
    Executive Officer

Fee Cap/Fee Waiver Agreement

SCHEDULE A - FUNDS

Each Registrant is a Minnesota corporation except RiverSource Government Money Market Fund, Inc., Seligman Capital Fund, Inc., Seligman Communications and Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman Global Fund Series, Inc., Seligman Growth Fund, Inc., Seligman LaSalle Real Estate Fund Series, Inc., Seligman Municipal Fund Series, Inc., Seligman Portfolios, Inc., Seligman TargetHorizon ETF Portfolios, Inc., and Seligman Value Fund Series, Inc., which are Maryland corporations, and RiverSource California Tax-Exempt Trust, RiverSource Special Tax-Exempt Series Trust, RiverSource Series Trust, and Seligman Municipal Series Trust, which are Massachusetts business trusts:

RIVERSOURCE BOND SERIES, INC.
RiverSource Floating Rate Fund
RiverSource Income Opportunities Fund RiverSource Inflation Protected Securities Fund RiverSource Limited Duration Bond Fund
RIVERSOURCE CALIFORNIA TAX-EXEMPT TRUST
RiverSource California Tax-Exempt Fund
RIVERSOURCE DIMENSIONS SERIES, INC.
RiverSource Disciplined Small and Mid Cap Equity Fund RiverSource Disciplined Small Cap Value Fund
RIVERSOURCE DIVERSIFIED INCOME SERIES, INC.
RiverSource Diversified Bond Fund
RIVERSOURCE EQUITY SERIES, INC.
RiverSource Mid Cap Growth Fund
RIVERSOURCE GLOBAL SERIES, INC.
RiverSource Absolute Return Currency and Income Fund RiverSource Emerging Markets Bond Fund RiverSource Global Bond Fund
Threadneedle Emerging Markets Fund
Threadneedle Global Equity Fund
Threadneedle Global Equity Income Fund Threadneedle Global Extended Alpha Fund
RIVERSOURCE GOVERNMENT INCOME SERIES, INC.
RiverSource Short Duration U.S. Government Fund RiverSource U.S. Government Mortgage Fund
RIVERSOURCE GOVERNMENT MONEY MARKET FUND, INC. RIVERSOURCE HIGH YIELD INCOME SERIES, INC.
RiverSource High Yield Bond Fund
RIVERSOURCE INCOME SERIES, INC.
RiverSource Income Builder Basic Income Fund RiverSource Income Builder Enhanced Income Fund RiverSource Income Builder Moderate Income Fund
RIVERSOURCE INTERNATIONAL MANAGERS SERIES, INC.
RiverSource Partners International Select Growth Fund RiverSource Partners International Select Value Fund RiverSource Partners International Small Cap Fund
RIVERSOURCE INTERNATIONAL SERIES, INC.
RiverSource Disciplined International Equity Fund Threadneedle Asia Pacific Fund
Threadneedle European Equity Fund
Threadneedle International Opportunity Fund
RIVERSOURCE INVESTMENT SERIES, INC.
RiverSource Balanced Fund
RiverSource Disciplined Large Cap Growth Fund RiverSource Disciplined Large Cap Value Fund RiverSource Diversified Equity Income Fund RiverSource Mid Cap Value Fund

Fee Cap/Fee Waiver Agreement

RIVERSOURCE LARGE CAP SERIES, INC.
RiverSource Disciplined Equity Fund
RIVERSOURCE MANAGERS SERIES, INC.
RiverSource Partners Fundamental Value Fund RiverSource Partners Small Cap Value Fund
RIVERSOURCE MARKET ADVANTAGE SERIES, INC.
RiverSource Portfolio Builder Aggressive Fund RiverSource Portfolio Builder Conservative Fund RiverSource Portfolio Builder Moderate Aggressive Fund RiverSource Portfolio Builder Moderate Conservative Fund RiverSource Portfolio Builder Moderate Fund RiverSource Portfolio Builder Total Equity Fund RiverSource S&P 500 Index Fund
RiverSource Small Company Index Fund
RIVERSOURCE MONEY MARKET SERIES, INC.
RiverSource Cash Management Fund
RIVERSOURCE SECTOR SERIES, INC.
RiverSource Dividend Opportunity Fund RiverSource Real Estate Fund
RIVERSOURCE SELECTED SERIES, INC.
RiverSource Precious Metals and Mining Fund
RIVERSOURCE SERIES TRUST
RiverSource 120/20 Contrarian Equity Fund RiverSource Recovery and Infrastructure Fund= RiverSource Retirement Plus 2010 Fund RiverSource Retirement Plus 2015 Fund RiverSource Retirement Plus 2020 Fund RiverSource Retirement Plus 2025 Fund RiverSource Retirement Plus 2030 Fund RiverSource Retirement Plus 2035 Fund RiverSource Retirement Plus 2040 Fund RiverSource Retirement Plus 2045 Fund
RIVERSOURCE SPECIAL TAX-EXEMPT SERIES TRUST
RiverSource Minnesota Tax-Exempt Fund RiverSource New York Tax-Exempt Fund
RIVERSOURCE STRATEGIC ALLOCATION SERIES, INC.
RiverSource Strategic Allocation Fund RiverSource Strategic Income Allocation Fund
RIVERSOURCE STRATEGY SERIES, INC.
RiverSource Equity Value Fund
RIVERSOURCE TAX-EXEMPT INCOME SERIES, INC.
RiverSource Tax-Exempt High Income Fund
RIVERSOURCE TAX-EXEMPT SERIES, INC.
RiverSource Intermediate Tax-Exempt Fund RiverSource Tax-Exempt Bond Fund
RIVERSOURCE VARIABLE SERIES TRUST
Discipline Asset Allocation Portfolios - Aggressive Discipline Asset Allocation Portfolios - Conservative Discipline Asset Allocation Portfolios - Moderate Discipline Asset Allocation Portfolios - Moderately Aggressive Discipline Asset Allocation Portfolios - Moderately Conservative RiverSource Variable Portfolio - Balanced Fund RiverSource Variable Portfolio - Cash Management Fund RiverSource Variable Portfolio - Core Equity Fund RiverSource Variable Portfolio - Diversified Bond Fund RiverSource Variable Portfolio - Diversified Equity Income Fund RiverSource Variable Portfolio - Dynamic Equity Fund RiverSource Variable Portfolio - Global Bond Fund RiverSource Variable Portfolio - Global Inflation Protected Securities Fund RiverSource Variable Portfolio - High Yield Bond Fund RiverSource Variable Portfolio - Income Opportunities Fund RiverSource Variable Portfolio - Limited Duration Bond Fund RiverSource Variable Portfolio - Mid Cap Growth Fund RiverSource Variable Portfolio - Mid Cap Value Fund RiverSource Variable Portfolio - S&P 500 Index Fund RiverSource Variable Portfolio - Short Duration U.S. Government Fund RiverSource Variable Portfolio - Strategic Income Fund Seligman Variable Portfolio - Growth Fund Seligman Variable Portfolio - Larger-Cap Value Fund Seligman Variable Portfolio - Smaller-Cap Value Fund Threadneedle Variable Portfolio - Emerging Markets Fund Threadneedle Variable Portfolio - International Opportunity Fund Variable Portfolio - Aggressive Portfolio Variable Portfolio - Conservative Portfolio Variable Portfolio - Moderate Portfolio Variable Portfolio - Moderately Aggressive Portfolio Variable Portfolio - Moderately Conservative Portfolio Variable Portfolio - AllianceBernstein International Value Fund Variable Portfolio - American Century Diversified Bond Fund Variable Portfolio - American Century Growth Fund Variable Portfolio - Davis New York Venture Fund Variable Portfolio - Eaton Vance Floating-Rate Income Fund Variable Portfolio - Goldman Sachs Mid Cap Value Fund Variable Portfolio - Invesco International Growth Fund Variable Portfolio - J.P. Morgan Core Bond Fund Variable Portfolio - Jennison Mid Cap Growth Fund

Variable Portfolio - MFS Value Fund
Variable Portfolio - Marsico Growth Fund Variable Portfolio - Mondrian International Small Cap Fund Variable Portfolio - Morgan Stanley Global Real Estate Fund Variable Portfolio - NFJ Dividend Value Fund Variable Portfolio - Partners Small Cap Growth Fund Variable Portfolio - Partners Small Cap Value Fund Variable Portfolio - PIMCO Mortgage-Backed Securities Fund Variable Portfolio - Pyramis International Equity Fund Variable Portfolio - UBS Large Cap Growth Fund Variable Portfolio - U.S. Equity Fund Variable Portfolio - International Fund Variable Portfolio - Wells Fargo Short Duration Government Fund

SELIGMAN CAPITAL FUND, INC.
SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC.
SELIGMAN FRONTIER FUND, INC.
SELIGMAN GLOBAL FUND SERIES, INC.
Seligman Global Technology Fund
SELIGMAN GROWTH FUND, INC.
SELIGMAN LASALLE REAL ESTATE FUND SERIES, INC.
Seligman LaSalle Global Real Estate Fund

(to be known RiverSource LaSalle Global Real Estate Fund)

Seligman LaSalle Monthly Dividend Real Estate Fund (to be known RiverSource LaSalle Monthly Dividend Real Estate Fund)
SELIGMAN MUNICIPAL FUND SERIES, INC.
Seligman National Municipal Class
Seligman Minnesota Municipal Class
Seligman New York Municipal Class
SELIGMAN MUNICIPAL SERIES TRUST
Seligman California Municipal High Yield Series Seligman California Municipal Quality Series
SELIGMAN PORTFOLIOS, INC.
Seligman Capital Portfolio
Seligman Common Stock Portfolio
Seligman Communications and Information Portfolio Seligman Global Technology Portfolio
Seligman International Growth Portfolio Seligman Investment Grade Fixed Income Portfolio Seligman Large-Cap Value Portfolio
Seligman Smaller-Cap Value Portfolio
SELIGMAN TARGETHORIZON ETF PORTFOLIOS, INC.
Seligman TargETFund 2045
Seligman TargETFund 2035
Seligman TargETFund 2025
Seligman TargETFund 2015
Seligman TargETFund Core
SELIGMAN VALUE FUND SERIES, INC.
Seligman Large-Cap Value Fund
Seligman Smaller-Cap Value Fund

Fee Cap/Fee Waiver Agreement

SCHEDULE B - FEE CAPS/FEE WAIVERS

Schedule B is separately maintained and updated from time to time to reflect current fee cap/fee waiver commitments, as they have been approved by the Funds' Board of Directors/Trustees. Current fee cap/fee waiver commitments are reflected in Fund registration statements as applicable.

May 14, 2010

RiverSource Variable Series Trust
50606 Ameriprise Financial Center
Minneapolis, Minnesota 55474

Gentlemen:

I have examined the Agreement and Declaration of Trust and the By-Laws of RiverSource Variable Series Trust (the Trust) and all necessary certificates, permits, minute books, documents and records of the Trust, and the applicable statutes of the Commonwealth of Massachusetts, and it is my opinion that the shares sold in accordance with applicable federal and state securities laws will be legally issued, fully paid, and nonassessable.

This opinion may be used in connection with this Amendment to the Registration Statement.

Sincerely,

/s/ Scott R. Plummer
-------------------------------------
Scott R. Plummer
General Counsel
RiverSource Variable Series Trust

RiverSource Variable Series Trust
Seligman Portfolios, Inc.

PLAN OF DISTRIBUTION AND
AGREEMENT OF DISTRIBUTION
AMENDED AND RESTATED

The Plan of Distribution ("Plan") and Agreement of Distribution ("Agreement"), effective May 1, 2009, amended and restated ____________, 2010 (together "Plan and Agreement"), is by and between RiverSource Fund Distributors, Inc. ("RiverSource Fund Distributors" or the "Distributor"), a Delaware corporation, principle underwriter of RiverSource Variable Series Trust and Seligman Portfolios, Inc. pursuant to a separate distribution agreement ("Distribution Agreement"), for distribution services to the funds, and RiverSource Variable Series Trust, a Massachusetts business trust, and Seligman Portfolios, Inc., a Maryland corporation ("Registrant" or "Registrants"), on behalf of their underlying series (each a "fund" and collectively the "funds") and share classes, listed in Schedule A. The terms "Fund" or "Funds" are used to refer to either the Registrants or the underlying series as context requires.

The Plan and Agreement are separate and each has been approved by members of the Board of Directors or Trustees (the "Board") of the Funds who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of the Plan and Agreement, or any related agreement, and all of the members of the Board, in person, at a meeting called for the purpose of voting on the Plan and Agreement.

1. Reimbursement Plan

1.1 The Fund will reimburse the Distributor for various costs paid and accrued in connection with the distribution of the Funds' shares and the servicing of owners of the Funds through variable life insurance or annuity contracts, as set forth in the fee schedule included in Schedule A.

2. Services Provided and Expenses Borne by Distributor

2.1 RiverSource Fund Distributors shall provide distribution and underwriting services and shall bear all distribution related expenses to the extent specified in the Distribution Agreement.

2.2 Each Fund recognizes and agrees that RiverSource Fund Distributors may offer the Funds' shares to one or more affiliated or unaffiliated life insurance companies ("Life Companies") for purchase on behalf of certain of their separate accounts for the purpose of funding variable life insurance contracts or variable annuity contracts or both (collectively referred to as "Variable Contracts") and may compensate such Life Companies for providing services to Variable Contract owners or in connection with the distribution of Fund shares.

3. Services

3.1 The Funds shall reimburse RiverSource Fund Distributors at a rate not to exceed the rate set forth in Schedule A as partial consideration for the services it provides that are

RiverSource Variable Series Trust
Seligman Portfolios, Inc.

intended to benefit the Variable Contract owners and not the Life Companies' separate accounts that legally own the shares. Such services may include printing and mailing prospectuses, Statements of Additional Information, supplements, and reports to existing and prospective Variable Contract owners; preparation and distribution of advertisement, sales literature, brokers' materials and promotional materials relating to the Funds; presentation of seminars and sales meetings describing or relating to the Funds; training sales personnel regarding the Funds; compensation of sales personnel for sale of the Funds' shares; compensation of sales personnel for assisting Life Companies or Variable Contract owners with respect to the Funds' shares; overhead of RiverSource Fund Distributors and its affiliates appropriately allocated to the promotion of sale of the Funds' shares; and any other activity primarily intended to result in the sale of the Funds' shares, including payments to Life Companies.

4. Reports

4.1 RiverSource Fund Distributors shall provide all information relevant and necessary for the Board to make informed determinations about whether each of the Plan and Agreement should be continued and shall:
submit quarterly a report that sets out the expenses paid or accrued by it, the names of the Life Companies to whom the Funds' shares are sold, and the payments made to each Life Company that has been reimbursed; use its best efforts to monitor the level and quality of services provided by it and each Life Company to which payment is made and to assure that in each case legitimate services are rendered in return for the reimbursement pursuant to the Plan and Agreement; and meet with the Funds' representatives, as reasonably requested, to provide additional information.

5. Miscellaneous

5.1 RiverSource Fund Distributors represents that it will provide full disclosure of the Funds' 12b-1 Plan and Agreement in the Funds' prospectus.

5.2 All payments by RiverSource Fund Distributors to Life Companies shall be made pursuant to a written agreement. The written agreement shall:
require disclosure of the fees in accordance with applicable laws; provide for termination at any time without penalty as required by Rule 12b-1; and continue so long as its continuance is done in accordance with the requirements of Rule 12b-1.

5.3 The Funds represent that the Plan and the Agreement has been approved as required by Rule 12b-1 and may continue for more than one year so long as it is continued as required by Rule 12b-1. The Plan shall continue until terminated by action of the members of the Funds' Board who are not interested persons of the Funds and have no direct or indirect financial interest in the operations of the Plan, and the related Agreement will terminate automatically in the event of an assignment as that term is defined in the Investment Company Act of 1940.

5.4 Neither the Plan nor the Agreement may be amended to materially increase the amount

RiverSource Variable Series Trust
Seligman Portfolios, Inc.

of the payments without the approval of the outstanding voting securities.

5.5 This Plan and Agreement shall be governed by the laws of the State of Minnesota.

5.6 For Each Fund that is organized as a Massachusetts Business Trust. A copy of the Declaration of Trust, together with all amendments, is on file in the office of the Secretary of State of the Commonwealth of Massachusetts. The execution and delivery of this Agreement has been authorized by the Trustees and the Agreement has been signed by an authorized officer of the Fund. It is expressly agreed that the obligations of the Fund under this Agreement shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Fund, personally, but bind only the assets and property of the Fund, as provided in the Declaration of Trust.

IN WITNESS WHEREOF, the parties hereto have executed the foregoing Agreement as of the day and year first above written.

RIVERSOURCE VARIABLE SERIES TRUST
SELIGMAN PORTFOLIOS, INC.

Patrick T. Bannigan
President

RIVERSOURCE FUND DISTRIBUTORS, INC.

William F. Truscott
Chairman of the Board and Chief
Executive Officer

RiverSource Variable Series Trust
Seligman Portfolios, Inc.

SCHEDULE A

RiverSource Variable Series Trust is a Massachusetts business trust and Seligman Portfolios, Inc. is a Maryland corporation.

                                                                                   CLASSES
                                                                         ---------------------------
                                 FUNDS                                   CLASS 2   CLASS 3   CLASS 4
                                 -----                                   -------   -------   -------
RIVERSOURCE VARIABLE SERIES TRUST
Disciplined Asset Allocation Portfolios - Aggressive                     Class 2*       --        --
Disciplined Asset Allocation Portfolios - Conservative                   Class 2*       --        --
Disciplined Asset Allocation Portfolios - Moderate                       Class 2*       --        --
Disciplined Asset Allocation Portfolios - Moderately Aggressive          Class 2*       --        --
Disciplined Asset Allocation Portfolios - Moderately Conservative        Class 2*       --        --
RiverSource Variable Portfolio - Balanced Fund                                --   Class 3        --
RiverSource Variable Portfolio - Cash Management Fund                    Class 2   Class 3        --
RiverSource Variable Portfolio - Diversified Bond Fund                   Class 2   Class 3        --
RiverSource Variable Portfolio - Diversified Equity Income Fund          Class 2   Class 3        --
RiverSource Variable Portfolio - Dynamic Equity Fund                     Class 2   Class 3        --
RiverSource Variable Portfolio - Global Bond Fund                        Class 2   Class 3        --
RiverSource Variable Portfolio - Global Inflation Protected Securities
   Fund                                                                  Class 2   Class 3        --
RiverSource Variable Portfolio - High Yield Bond Fund                    Class 2   Class 3        --
RiverSource Variable Portfolio - Income Opportunities Fund               Class 2   Class 3        --
RiverSource Variable Portfolio - Limited Duration Bond Fund              Class 2        --        --
RiverSource Variable Portfolio - Mid Cap Growth Fund                     Class 2   Class 3        --
RiverSource Variable Portfolio - Mid Cap Value Fund                      Class 2   Class 3        --
RiverSource Variable Portfolio - S&P 500 Index Fund                        --      Class 3        --
RiverSource Variable Portfolio - Short Duration U.S. Government Fund     Class 2   Class 3        --
RiverSource Variable Portfolio - Strategic Income Fund                   Class 2        --        --
Seligman Variable Portfolio - Growth Fund                                Class 2   Class 3        --
Seligman Variable Portfolio - Large Cap Value Fund                       Class 2   Class 3        --
Seligman Variable Portfolio - Smaller Cap Value Fund                     Class 2   Class 3        --
Threadneedle Variable Portfolio - Emerging Markets Fund                  Class 2   Class 3        --
Threadneedle Variable Portfolio - International Opportunity Fund         Class 2   Class 3        --
Variable Portfolio - Aggressive Portfolio                                Class 2        --   Class 4
Variable Portfolio - Conservative Portfolio                              Class 2        --   Class 4
Variable Portfolio - Moderate Portfolio                                  Class 2        --   Class 4
Variable Portfolio - Moderately Aggressive Portfolio                     Class 2        --   Class 4
Variable Portfolio - Moderately Conservative Portfolio                   Class 2        --   Class 4
Variable Portfolio - AllianceBernstein International Value Fund          Class 2        --        --
Variable Portfolio - American Century Diversified Bond Fund              Class 2        --        --
Variable Portfolio - American Century Growth Fund                        Class 2        --        --
Variable Portfolio - Davis New York Venture Fund                         Class 2        --        --
Variable Portfolio - Eaton Vance Floating-Rate Income Fund               Class 2        --        --
Variable Portfolio - Goldman Sachs Mid Cap Value Fund                    Class 2        --        --
Variable Portfolio - Invesco International Growth Fund                   Class 2        --        --
Variable Portfolio - J.P. Morgan Core Bond Fund                          Class 2        --        --
Variable Portfolio - Jennison Mid Cap Growth Fund                        Class 2        --        --
Variable Portfolio - MFS Value Fund                                      Class 2        --        --
Variable Portfolio - Marsico Growth Fund                                 Class 2        --        --
Variable Portfolio - Mondrian International Small Cap Fund               Class 2        --        --
Variable Portfolio - Morgan Stanley Global Real Estate Fund              Class 2        --        --
Variable Portfolio - NFJ Dividend Value Fund                             Class 2        --        --
Variable Portfolio - Partners Small Cap Growth Fund                      Class 2        --        --
Variable Portfolio - Partners Small Cap Value Fund                       Class 2        --        --
Variable Portfolio - PIMCO Mortgage-Backed Securities Fund               Class 2        --        --

RiverSource Variable Series Trust
Seligman Portfolios, Inc.

                                                                                   CLASSES
                                                                         ---------------------------
                                 FUNDS                                   CLASS 2   CLASS 3   CLASS 4
                                 -----                                   -------   -------   -------
Variable Portfolio - Pyramis International Equity Fund                   Class 2        --        --
Variable Portfolio - UBS Large Cap Growth Fund                           Class 2        --        --
Variable Portfolio - U.S.Equity Fund                                     Class 2        --        --
Variable Portfolio - International Fund                                  Class 2        --        --
Variable Portfolio - Wells Fargo Short Duration Government Fund          Class 2        --        --
SELIGMAN PORTFOLIOS, INC.
Seligman Capital Portfolio                                               Class 2        --        --
Seligman Communications and Information Portfolio                        Class 2        --        --
Seligman Global Technology Portfolio                                     Class 2        --        --
Seligman Large-Cap Value Portfolio                                       Class 2        --        --
Seligman Smaller-Cap Value Portfolio                                     Class 2        --        --

FEE SCHEDULE

The maximum fee for services under this Plan and Agreement shall be the lesser of the amount of expenses eligible for reimbursement (including any unreimbursed expenses) or a rate equal on an annual basis to the following percentage of the average daily net assets of the Fund attributable to the applicable class:

CLASS      FEE
-----     -----
Class 2    0.25%
Class 3   0.125%
Class 4    0.25%

Payments under the Plan and Agreement shall be made within five (5) business days after the last day of each month. At the end of each calendar year, RiverSource Fund Distributors shall furnish a declaration setting out the actual expenses it has paid and accrued. Any money that has been paid in excess of the amount of these expenses shall be returned to the Funds.

PLAN UNDER SECTION 18F-3(D)
AMENDED AND RESTATED
AS OF ________, 2010

Filed pursuant to Item 23(n) of Form N-1A

SECTION I. FOR THE FUNDS LISTED IN SCHEDULE I

(THOSE WITH CLASSES 1, 2, 3 AND 4)

SEPARATE ARRANGEMENTS

Each class of shares will represent interests in the same portfolio of investments of the Fund and be identical except those differences that relate to
(a) the impact of the disproportionate payments made under the Rule 12b-1 plan;
(b) the impact of the disproportionate payments made because of service fees;
(c) the differences in class expenses including transfer agent fees and any other expense determined by the board to be a class expense; and (d) the difference in voting rights on the 12b-1 plan, exchange privileges and class designations. The current classes of shares are as follows:

Class 1 shares
Class 2 shares
Class 3 shares
Class 4 shares

EXPENSE ALLOCATION PROCEDURES

Ameriprise Financial, Inc. (Ameriprise Financial), as the Fund's administrator, on a daily basis shall allocate the income, expenses, and realized and unrealized gains and losses of the Fund on the basis of the relative percentage of net assets of each class of shares, 12b-1 fees, transfer agent fees, and any other class specific fee, which shall be paid directly by the applicable class as follows:

12B-1 FEE:

Class 1                        None
-------   ---------------------------------------------
Class 2   25 basis points of average daily net assets
Class 3   12.5 basis points of average daily net assets
Class 4   25 basis points of average daily net assets

TRANSFER AGENCY SERVICES FEE:

For CLASS 1, CLASS 2, CLASS 3 AND CLASS 4, the fee is 6 basis points based on average daily net assets of the applicable class.

There is NO transfer agency services fee for the following funds and classes:

Variable Portfolio - Aggressive Portfolio                Class 2   Class 4
Variable Portfolio - Conservative Portfolio              Class 2   Class 4
Variable Portfolio - Moderate Portfolio                  Class 2   Class 4
Variable Portfolio - Moderately Aggressive Portfolio     Class 2   Class 4
Variable Portfolio - Moderately Conservative Portfolio   Class 2   Class 4

Page 2

Should an expense of a class be waived or reimbursed, Ameriprise Financial first will determine that the waiver or reimbursement will not result in another class subsidizing the class, is fair and equitable to all classes and does not operate to the detriment of another class and then shall monitor the implementation and operation to assure the waiver or reimbursement operates consistent with the determination. The board shall monitor the actions of Ameriprise Financial.

SCHEDULE I

FUNDS WITH CLASSES 1, 2, 3 AND 4

                                                                                               CLASSES
                                                                              --------------------------------------
FUNDS                                                                         CLASS 1   CLASS 2    CLASS 3   CLASS 4
-----                                                                         -------   --------   -------   -------
RIVERSOURCE VARIABLE SERIES TRUST
Disciplined Asset Allocation Portfolios - Aggressive                            --      Class 2*     --        --
Disciplined Asset Allocation Portfolios - Conservative                          --      Class 2*     --        --
Disciplined Asset Allocation Portfolios - Moderate                              --      Class 2*     --        --
Disciplined Asset Allocation Portfolios - Moderately Aggressive                 --      Class 2*     --        --
Disciplined Asset Allocation Portfolios - Moderately Conservative               --      Class 2*     --        --
RiverSource Variable Portfolio - Balanced Fund                                  --         --      Class 3     --
RiverSource Variable Portfolio - Cash Management Fund                         Class 1   Class 2    Class 3     --
RiverSource Variable Portfolio - Diversified Bond Fund                        Class 1   Class 2    Class 3     --
RiverSource Variable Portfolio - Diversified Equity Income Fund               Class 1   Class 2    Class 3     --
RiverSource Variable Portfolio - Dynamic Equity Fund                          Class 1   Class 2    Class 3     --
RiverSource Variable Portfolio - Global Bond Fund                             Class 1   Class 2    Class 3     --
RiverSource Variable Portfolio - Global Inflation Protected Securities Fund   Class 1   Class 2    Class 3     --
RiverSource Variable Portfolio - High Yield Bond Fund                         Class 1   Class 2    Class 3     --
RiverSource Variable Portfolio - Income Opportunities Fund                    Class 1   Class 2    Class 3     --
RiverSource Variable Portfolio - Limited Duration Bond Fund                   Class 1   Class 2      --        --
RiverSource Variable Portfolio - Mid Cap Growth Fund                          Class 1   Class 2    Class 3     --
RiverSource Variable Portfolio - Mid Cap Value Fund                           Class 1   Class 2    Class 3     --
RiverSource Variable Portfolio - S&P 500 Index Fund                             --         --      Class 3     --
RiverSource Variable Portfolio - Short Duration U.S. Government Fund          Class 1   Class 2    Class 3     --
RiverSource Variable Portfolio - Strategic Income Fund                        Class 1   Class 2      --        --
Seligman Variable Portfolio - Growth Fund                                     Class 1   Class 2    Class 3     --
Seligman Variable Portfolio - Large Cap Value Fund                            Class 1   Class 2    Class 3     --
Seligman Variable Portfolio - Smaller Cap Value Fund                          Class 1   Class 2    Class 3     --
Threadneedle Variable Portfolio - Emerging Markets Fund                       Class 1   Class 2    Class 3     --
Threadneedle Variable Portfolio - International Opportunity Fund              Class 1   Class 2    Class 3     --
Variable Portfolio - Aggressive Portfolio                                       --      Class 2      --      Class 4
Variable Portfolio - Conservative Portfolio                                     --      Class 2      --      Class 4
Variable Portfolio - Moderate Portfolio                                         --      Class 2      --      Class 4
Variable Portfolio - Moderately Aggressive Portfolio                            --      Class 2      --      Class 4
Variable Portfolio - Moderately Conservative Portfolio                          --      Class 2      --      Class 4
Variable Portfolio - AllianceBernstein International Value Fund               Class 1   Class 2      --        --
Variable Portfolio - American Century Diversified Bond Fund                   Class 1   Class 2      --        --
Variable Portfolio - American Century Growth Fund                             Class 1   Class 2      --        --
Variable Portfolio - Davis New York Venture Fund                              Class 1   Class 2      --        --
Variable Portfolio - Eaton Vance Floating-Rate Income Fund                    Class 1   Class 2      --        --
Variable Portfolio - Goldman Sachs Mid Cap Value Fund                         Class 1   Class 2      --        --
Variable Portfolio - Invesco International Growth Fund                        Class 1   Class 2      --        --

Page 3

                                                                                               CLASSES
                                                                              --------------------------------------
FUNDS                                                                         CLASS 1   CLASS 2    CLASS 3   CLASS 4
-----                                                                         -------   --------   -------   -------
Variable Portfolio - J.P. Morgan Core Bond Fund                               Class 1   Class 2      --        --
Variable Portfolio - Jennison Mid Cap Growth Fund                             Class 1   Class 2      --        --
Variable Portfolio - MFS Value Fund                                           Class 1   Class 2      --        --
Variable Portfolio - Marsico Growth Fund                                      Class 1   Class 2      --        --
Variable Portfolio - Mondrian International Small Cap Fund                    Class 1   Class 2      --        --
Variable Portfolio - Morgan Stanley Global Real Estate Fund                   Class 1   Class 2      --        --
Variable Portfolio - NFJ Dividend Value Fund                                  Class 1   Class 2      --        --
Variable Portfolio - Partners Small Cap Growth Fund                           Class 1   Class 2      --        --
Variable Portfolio - Partners Small Cap Value Fund                            Class 1   Class 2      --        --
Variable Portfolio - PIMCO Mortgage-Backed Securities Fund                    Class 1   Class 2      --        --
Variable Portfolio - Pyramis International Equity Fund                        Class 1   Class 2      --        --
Variable Portfolio - UBS Large Cap Growth Fund                                Class 1   Class 2      --        --
Variable Portfolio - US Equity Fund                                           Class 1   Class 2      --        --
Variable Portfolio - International Fund                                       Class 1   Class 2      --        --
Variable Portfolio - Wells Fargo Short Duration Government Fund               Class 1   Class 2      --        --
SELIGMAN PORTFOLIOS, INC.
Seligman Capital Portfolio                                                    Class 1   Class 2      --        --
Seligman Common Stock Portfolio                                               Class 1      --        --        --
Seligman Communications and Information Portfolio                             Class 1   Class 2      --        --
Seligman Global Technology Portfolio                                          Class 1   Class 2      --        --
Seligman International Growth Portfolio                                       Class 1      --        --        --
Seligman Investment Grade Fixed Income Portfolio                              Class 1      --        --        --
Seligman Large-Cap Value Portfolio                                            Class 1   Class 2      --        --
Seligman Smaller-Cap Value Portfolio                                          Class 1   Class 2      --        --

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Code of Ethics

TABLE OF CONTENTS

Purpose of Code ...........................................................    1
Why Do We Have a Code of Ethics? ..........................................    1
Does the Code of Ethics Apply to You? .....................................    2
Restrictions on Personal Investing Activities .............................    3
Reporting Requirements ....................................................    6
Can there be any exceptions to the restrictions? ..........................    8
Confidential Information ..................................................    9
Conflicts of Interest .....................................................    9
What happens if you violate the rules in the Code of Ethics? ..............    9
American Century Investments' Quarterly Report to Fund Directors ..........   10
APPENDIX 1: DEFINITIONS ...................................................   11
APPENDIX 2: WHAT IS "BENEFICIAL OWNERSHIP"? ...............................   14
APPENDIX 3: CODE-EXEMPT SECURITIES ........................................   17
APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS ............................   18
SCHEDULE A: BOARD APPROVAL DATES ..........................................   21
SCHEDULE B: SUBADVISED FUNDS ..............................................   22

Defined terms are in BOLD ITALICS. Frequently used terms are defined in Appendix 1.

PURPOSE OF CODE

The Code of Ethics was developed to guide the personal investment activities of American Century Investments (ACI) employees (e.g. full and part-time employees, contract and temporary employees, officers and directors), and MEMBERS OF THEIR IMMEDIATE FAMILY.(1) The Code of Ethics aids in the elimination and detection of personal securities transactions by ACI employees that might be viewed as fraudulent or might conflict with the interests of our client portfolios. Such transactions may include:

- the misuse of client trading information for personal benefit (including so-called "front-running"),

- the misappropriation of investment opportunities that may be appropriate for client portfolios,

- and excessive personal trading that may affect our ability to provide services to our clients.

Violations of this Code must be promptly reported to the Chief Compliance Officer.

WHY DO WE HAVE A CODE OF ETHICS?

A. INVESTORS HAVE PLACED THEIR TRUST IN ACI

As an investment adviser, ACI is entrusted with the assets of

(1) The Directors of ACI registered investment companies (our "Fund Clients") who are not "interested persons" (the "Independent Directors") are covered under a separate Code applicable only to them.

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our clients for investment purposes. As a result, the following general fiduciary principles shall govern the personal trading activities and administration of the Code:

- The interests of our clients must be placed before our own.

- Any personal securities transactions must be conducted consistent with this Code and in a manner as to avoid even the appearance of a conflict of interest.

Complying with these principles is how we earn and keep our clients' trust. To protect this trust, we will hold ourselves to the highest ethical standards.

B. ACI WANTS TO GIVE YOU FLEXIBLE INVESTING OPTIONS

Management believes that ACI's own mutual funds and other pooled investment vehicles provide a broad range of investment alternatives in virtually every segment of the securities market. We encourage ACI employees to use these vehicles for their personal investments. We do not encourage active trading by our employees. We recognize, however, that individual needs differ and that there are other attractive investment opportunities. As a result, this Code is intended to give you and your family flexibility to invest, without jeopardizing relationships with our clients.

Our employees are able to undertake personal transactions in stocks and other individual SECURITIES subject to the terms of this Code. This Code requires transaction reporting by all employees. Additionally, Portfolio, Investment and Access Persons are required to receive preclearance of transactions and further limitations are placed on the transactions of Portfolio and Investment Persons.

C. FEDERAL LAW REQUIRES THAT WE HAVE A CODE OF ETHICS

The Investment Company Act of 1940 and the Investment Advisers Act of 1940 require that we have safeguards in place to prevent personal investment activities that might take inappropriate advantage of our fiduciary position. These safeguards are embodied in this Code of Ethics.(2)

DOES THE CODE OF ETHICS APPLY TO YOU?

Yes! All ACI employees and contract personnel must observe the principles contained in the Code of Ethics. The Code of Ethics applies to your personal investments, as well as those for which you are a BENEFICIAL OWNER. However, there are different requirements for different categories of employees. The category in which you have been placed generally depends on your job function, although circumstances may prompt us to place you in a different category. The range of categories is as follows:

Fewest Restrictions (ARROW) Most Restrictions

Non-Access Person
Access Person
Investment Person
Portfolio Person

The standard profile for each of the categories is described below:

A. PORTFOLIO PERSONS

Portfolio Persons include portfolio managers (equity or fixed income), and any other Investment Persons (as defined below) with authority to enter purchase/sale orders on behalf of client portfolios.

B. INVESTMENT PERSONS

Investment Persons include:

- Any SUPERVISED PERSONS that have access to nonpublic information regarding any client portfolio's securities trading, securities recommendations, or portfolio holdings or are involved in making securities recommendations that are nonpublic; and

- Any officers and directors of an INVESTMENT ADVISER.

C. ACCESS PERSONS

Access Persons are persons who, in connection with their regular function and duties,

(2) Rule 17j-1 under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940 serve as a basis for much of what is contained in ACI's Code of Ethics.

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consistently obtain information regarding current purchase and sale recommendations and daily transaction and holdings information concerning client portfolios. Examples of persons that may be considered Access Persons include:

- Persons who are directly involved in the execution, clearance, and settlement of purchases and sales of securities (e.g. certain investment accounting personnel);

- Persons whose function requires them to evaluate trading activity on a real time basis (e.g. attorneys, accountants, portfolio compliance personnel);

- Persons who assist in the design, implementation, and maintenance of investment management technology systems (e.g. certain I/T personnel);

- Support staff and supervisors of the above if they are required to obtain such information as a part of their regular function and duties; and

- An officer or "interested" director of our Fund Clients.

Single, infrequent, or inadvertent instances of access to current recommendations or real-time trading information or the opportunity to obtain such information through casual observance or bundled data security access may not be sufficient to qualify you as an Access Person.

D. NON-ACCESS PERSONS

If you are an officer, director, employee or contractor of ACI and you do not fit into any of the above categories, you are a Non-Access Person. While your trading is not subject to preclearance and other restrictions applicable to Portfolio, Investment, and Access Persons, you are still subject to the remaining provisions of the Code and are required to report to ACI certain information regarding your brokerage accounts and accounts invested in REPORTABLE MUTUAL FUNDS.(3)

RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

A. PRINCIPLES OF PERSONAL INVESTING

In undertaking personal SECURITIES transactions, all ACI employees, officers, and directors must comply with the FEDERAL SECURITIES LAWS and other governmental rules and regulations, and maintain ACI's high ethical standards. You must not misuse nonpublic information about client security holdings or portfolio transactions made or contemplated for personal benefit or to cause others to benefit. Likewise, you may not cause a client portfolio to take action, or fail to take action, for your personal benefit.

In addition, investment opportunities appropriate for client portfolios should not be retained for personal benefit. Investment opportunities arising as a result of ACI investment management activities must first be considered for inclusion in our client portfolios.

B. PRECLEARANCE OF PERSONAL SECURITIES TRANSACTIONS [PORTFOLIO, INVESTMENT, AND ACCESS PERSONS]

Preclearance of personal SECURITIES transactions allows ACI to prevent certain trades that may conflict with client trading activities. The nature of securities markets makes it impossible for us to predict all conflicts. As a consequence, even trades that are precleared can result in potential conflicts between your trades and those affected for client portfolios. You are responsible for avoiding such conflicts with any client portfolios for which you make investment recommendations. You have an obligation to ACI and its clients to avoid even a perception of a conflict of interest with respect to personal trading activities.

All Portfolio, Investment, and Access Persons must comply with the following preclearance procedures prior to entering into (i) the purchase or sale of a SECURITY for your own account or (ii) the purchase or sale of a SECURITY for an account for

(3) See REPORTING REQUIREMENTS for details on required reporting.

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which you are a BENEFICIAL OWNER.(4)

1. Is the SECURITY a "Code-Exempt Security"?

Check APPENDIX 3 to see if the SECURITY is listed as a CODE-EXEMPT SECURITY. If it is, then you may execute the transaction. Otherwise, proceed to the next step.

2. Preclear the transaction with the Legal Department's Compliance Group by:(5)

a. Accessing the "PTRA" routine in the CICS system and entering your request at the Personal Trade System screen, or

b. E-mailing your request to "LG-PERSONAL SECURITY TRADES" (or "lg-personal_security_trades@americancentury.com" if sending from outside of ACI's Lotus Notes system), with the following information:

- Issuer name;

- Ticker symbol or CUSIP number;

- Type of security (stock, bond, note, etc.);

- Number of shares;

- Maximum expected dollar amount of proposed transaction; and

- Nature of transaction (purchase or sale).

3. You will receive an e-mail informing you of your approval or denial.

4. If you receive PRECLEARANCE for the transaction,(6) the preclearance is effective for the day your preclearance is granted and the following two
(2) business days ("the Preclearance Period") (for example, if preclearance is granted at 3:00 p.m. on Wednesday, you have until the end of the day on Friday to execute the trade). If you do not execute your transaction within the Preclearance Period, you must repeat the preclearance procedure prior to undertaking the transaction.

ACI reserves the right to restrict the purchase and sale by Portfolio, Investment, and Access Persons of any SECURITY at any time. Such restrictions are imposed through the use of a Restricted List that will cause the Code of Ethics system to deny the approval of preclearance to transact in the SECURITY. SECURITIES may be restricted for a variety of reasons including without limitation, the possession of material nonpublic information by ACI or its employees.

C. ADDITIONAL TRADING RESTRICTIONS [PORTFOLIO AND INVESTMENT PERSONS]

The following additional trading restrictions apply if you are a Portfolio or Investment Person:

1. Initial Public Offerings

You may not acquire SECURITIES issued in an INITIAL PUBLIC OFFERING.

2. Private Placements

Before you acquire any SECURITIES in a PRIVATE PLACEMENT, you must obtain approval from the Chief Investment Officer. Request for preclearance can be submitted by entering your request in PTRA and accessing the Private Placement screen (press F9 to access the private placement screen) or by sending your request to "LG-PERSONAL SECURITY TRADES." While your preclearance request is pending or if you own or beneficially own the privately-placed security, you may not participate in any consideration of an investment in SECURITIES of the PRIVATE PLACEMENT issuer for any client portfolios

3. 60-Day Rule (Short-Term Trading Profits)

You may not profit from any purchase and sale, or

(4) See APPENDIX 2 for an explanation of beneficial ownership.

(5) If you are the Chief Investment Officer of an INVESTMENT ADVISER, your preclearance request must be approved by the Chief Compliance Officer or his or her designee.

(6) See APPENDIX 4 for a description of the preclearance process.

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sale and purchase, of the same (or equivalent) SECURITIES other than CODE-EXEMPT SECURITIES within sixty (60) calendar days.

D. SEVEN-DAY BLACKOUT PERIOD [PORTFOLIO PERSONS]

If you are a Portfolio Person, you may not purchase or sell a SECURITY other than a CODE EXEMPT SECURITY during the seven (7) calendar days before and after the day it has been traded in a client portfolio that you manage (i.e., if a client portfolio transacts in a security on Monday, the Portfolio Persons managing the client portfolio may only trade in the SECURITY before the Monday preceding or after the Monday following the transaction).

E. SECURITIES HELD IN YOUR FUNDS [PORTFOLIO PERSONS]

Personally investing in the same securities held by the client portfolios you manage may result in a conflict of interest. To mitigate this risk, you may not sell a security in which your client portfolio has a long position or purchase a security in which your client portfolio has a short position.

F. TRADING ON INSIDE INFORMATION [ALL EMPLOYEES]

Federal law prohibits you from trading based on material nonpublic information received from any source or communicating this information to others. This includes any confidential information that may be obtained by ACI employees regarding the advisability of purchasing or selling specific SECURITIES on behalf of clients. You are expected to abide by the highest ethical and legal standards in conducting your personal investment activities. For more information regarding what to do when you believe you are in possession of material nonpublic information, please consult ACI's INSIDER TRADING POLICY.

G. TRADING IN ACI MUTUAL FUNDS [ALL EMPLOYEES]

Excessive, short-term trading of ACI client portfolios and other abusive trading practices (such as time zone arbitrage) may disrupt portfolio management strategies and harm fund performance. These practices can cause funds to maintain higher-than-normal cash balances and incur increased trading costs. Short-term and other abusive trading strategies can also cause unjust dilution of shareholder value if such trading is based on information not accurately reflected in the price of the fund.

You may not engage in short-term trading or other abusive trading strategies with respect to any ACI client portfolio. For purposes of this Code, ACI client portfolios include any mutual fund, variable annuity, institutional, or other account advised or subadvised by ACI.(7)

Seven-Day Holding Period. You will be deemed to have engaged in short-term trading if you have purchased shares or otherwise invested in a variable-priced (i.e., non-money market) ACI client portfolio (whether directly or through a brokerage, retirement plan, or other intermediary) and redeem shares or otherwise withdraw assets from that portfolio within seven (7) days. In other words, if you make an investment in an ACI fund, you may not redeem shares from that fund before the completion of the seventh (7th) day following the purchase date.

Limited Trading Within 30 Days. We realize that abusive trading is not limited to a 7-day window. As a result, we may deem the sale of all or a substantial portion of an employee's purchase to be abusive if the sale is made within 30 days and happens more than once every rolling twelve months.

These trading restrictions are applicable to any account for which you have the authority to direct trades or of which you are a BENEFICIAL OWNER.

Transactions NOT Subject to Limitations. Automatic investments such as AMIs,

(7) See SCHEDULE A for a list of Fund Clients. See SCHEDULE B for a list of
SUBADVISED FUNDS.

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dividend reinvestments, employer plan contributions, and payroll deductions are not considered transactions for purposes of the holding requirements. Redemptions in variable-priced funds that allow check writing privileges will not be considered redemptions for purposes of the holding requirements.

Information to be Provided. You are required to provide certain information regarding mutual fund accounts beneficially owned by you. See the Reporting Requirements for your applicable Code of Ethics classification.

REPORTING REQUIREMENTS

You are required to file complete, accurate, and timely reports of all required information under this Code. All such information is subject to review for indications of abusive trading, misappropriation of information, or failure to adhere to the requirements of the Code of Ethics.

A. REPORTING REQUIREMENTS APPLICABLE TO ALL EMPLOYEES

1. Code Acknowledgement

Upon employment, any amendment of the Code, and not less than annually thereafter, you will be required to acknowledge that you have received, read, and will comply with this Code. Compliance will notify you when you must provide this information.

2. Brokerage Accounts and Duplicate Confirmations

You are required to report any brokerage accounts that you own or BENEFICIALLY OWN and to instruct your broker-dealer to send duplicate confirmations of all transactions in reportable brokerage accounts to:

American Century Investments
Attention: Compliance
P.O. Box 410141
Kansas City, MO 64141-0141

"REPORTABLE BROKERAGE ACCOUNTS" include both brokerage accounts maintained by you and brokerage accounts maintained by a person whose trades you must report because you are a BENEFICIAL OWNER.

3. Reporting of Mutual Fund Accounts

a. Employee-owned ACI Direct Accounts/ ACI Retirement Plans

You are not required to report ACI Direct and ACI Retirement Plan accounts held under your own social security number. Trading in such accounts will be monitored based on information contained on our transfer agency and retirement plan systems.

b. Beneficially Owned Direct Accounts

You must report the following information for ACI Direct accounts in which you have a BENEFICIAL OWNERSHIP interest held under a taxpayer identification or social security number other than your own (so-called "BENEFICIALLY OWNED DIRECT ACCOUNTS"):

- Account number; and

- Name(s) of record owner(s) of the account.

Trading in such accounts will be monitored based on information contained on our transfer agency system.

c. Certain Third-Party Accounts invested in funds managed by ACI.

You are required to report other accounts invested in funds managed by ACI such as those invested in (i) any SUBADVISED FUND (see Schedule B of this Code for a list of SUBADVISED FUNDS); and
(ii) non-ACI retirement plan, unit investment trust, variable annuity, or similar accounts in which you own or BENEFICIALLY OWN REPORTABLE MUTUAL FUNDS. The following information must be reported for such accounts:

- Name of the financial institution where held;

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- Account number; and

- Name(s) of the record owner(s) of the account.

In addition, you must provide either account statements or confirmations of trading activity in such REPORTABLE THIRD-PARTY ACCOUNTS to Compliance within 30 calendar days of the end of each calendar quarter. Such statements or confirmations must include all trading activity in such accounts during the preceding calendar quarter.

B. ADDITIONAL REPORTING REQUIREMENTS FOR PORTFOLIO, INVESTMENT, AND ACCESS PERSONS

1. Holdings Report

Within ten (10) calendar days of becoming a Portfolio, Investment, or Access Person, and annually, thereafter, you must submit a Holdings Report. You will be notified by e-mail of the dates and requirements for filing the report(s). The information submitted must be current as of a date no more than 45 calendar days before the report is filed and include the following:

- A list of all SECURITIES, other than certain CODE-EXEMPT SECURITIES(8), that you own or in which you have a BENEFICIAL OWNERSHIP interest. This listing must include the name, number of shares, and principal amount of each covered SECURITY.

- A summary of your relationships that may conflict with the interests of ACI, such as outside employment, relationships with competitors, suppliers, vendors, independent contractors or consultants of ACI, or relationships with directors or trustees in outside organizations other than community charitable activities, education activities, or dissimilar family business.

- Portfolio and Investment Persons must also provide a list of all REPORTABLE MUTUAL FUND holdings owned or in which they have a BENEFICIAL OWNERSHIP interest. This list must include investments held directly through ACI, investments in any SUBADVISED FUND, holdings in a REPORTABLE BROKERAGE ACCOUNT, and holdings in non-ACI retirement plans, unit investment trusts, variable annuity, or similar accounts.

2. Quarterly Transactions Report

Within thirty (30) calendar days of the end of each calendar quarter, all Portfolio, Investment, and Access Persons must submit a Quarterly Transactions Report. These persons will be reminded by e-mail of the dates and requirements for filing the report. This reminder will contain a link to a database that will generate a report of the transactions for which we have received duplicate trade confirmations during the quarter. It is your responsibility to review the completeness and accuracy of this report, provide any necessary changes, and certify its contents when submitted.

a. The Quarterly Transactions Report must contain the following information about each personal SECURITIES transaction undertaken during the quarter other than those in certain CODE EXEMPT SECURITIES:

- The date of the transaction, the SECURITY description and number of shares or the principal amount of each SECURITY involved;

- The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition;

(8) See APPENDIX 3 for a listing of CODE-EXEMPT SECURITIES that must be reported.

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- The transaction price; and

- The name of the bank, broker, or dealer through whom the transaction was executed.

In addition, information regarding your reportable brokerage and other accounts should be verified at this time.

b. Portfolio and Investment Persons are also required to report transactions in REPORTABLE MUTUAL FUNDS. The Quarterly Transactions Report for such persons must contain the following information about each transaction during the quarter:

- The date of the transaction, the fund description and number of shares or units of each trade involved;

- The nature of the transaction, that is, purchase, sale, or any other type of acquisition or disposition;

- The transaction price; and

- The name of the bank, broker, or dealer, retirement plan or unit investment trust through whom the transaction was executed.

Transactions of reportable mutual funds that do not need to be reported by Portfolio and Investment Persons include:

- Reinvested dividends;

- Transactions in ACI retirement plan accounts;

- Transactions in mutual fund accounts held directly through ACI under your social security number;

- Transactions in beneficially owned direct accounts if the account has been previously reported under this Code; and

- Transactions in reportable third-party accounts for which the account statements or confirmations are provided to Compliance within 30 days of the end of the calendar quarter in which the transactions took place.

Reportable mutual fund transactions in reportable brokerage accounts must be included on the Quarterly Transaction Report.

CAN THERE BE ANY EXCEPTIONS TO THE RESTRICTIONS?

Yes. The Chief Compliance Officer or his or her designee may grant limited exemptions to specific provisions of the Code on a case-by-case basis.

A. HOW TO REQUEST AN EXEMPTION

E-mail a written request to "LG-PERSONAL SECURITY TRADES" (or "lg-personal_security_ trades@americancentury. com" if sending from outside ACI's Lotus Notes system) detailing your situation.

B. FACTORS CONSIDERED

In considering your request, the Chief Compliance Officer or his or her designee may grant your exemption request if he or she is satisfied that:

- Your request addresses an undue personal hardship imposed on you by the Code of Ethics;

- Your situation is not in conflict with the Code; and

- Your exemption, if granted, would be consistent with the achievement of the objectives of the Code of Ethics.

C. EXEMPTION REPORTING

All exemptions must be reported to the Boards of Directors of our Fund Clients at the next regular meeting following the initial grant of the exemption. Subsequent grants of an exemption of a type previously reported to the Boards may be affected without reporting. The Boards of Directors may choose to delegate the task of receiving and reviewing reports to a committee comprised of Independent Directors.

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D. THIRTY-DAY DENIAL EXEMPTION ON SALES

An exemption may be requested when a request to sell a SECURITY has been denied once a week over a 30-day timeframe. The covered person must be able to verify that they have periodically entered a request to sell a SECURITY in PTRA at least four times throughout the 30-day period. A written request must be e-mailed to "LG-PERSONAL SECURITY TRADES" to request the exemption. The Chief Compliance Officer or his or her designee will review the request and determine if the exemption is warranted. If approval is granted, compliance will designate a short trading window during which the sale can take place.

E. NON-VOLITIONAL TRANSACTION EXEMPTION

Certain non-volitional purchase and sale transactions shall be exempt from the preclearance requirements of the Code. These transactions shall include stock splits, stock dividends, exchanges and conversions, mandatory tenders, pro rata distributions to all holders of a class of securities, receipt of SECURITIES as gifts, the giving of SECURITIES, inheritances, margin/ maintenance calls (where the SECURITIES to be sold are not directed by the covered person), dividend reinvestment plans, and employer sponsored payroll deduction plans. These purchase and sale transactions, however, shall be reported in the Quarterly Transaction Report and Annual Holdings Report.

F. BLIND TRUST/MANAGED ACCOUNT EXEMPTION

An exemption from the preclearance and reporting requirements of the Code may be requested for SECURITIES that are held in a blind or quasi-blind trust arrangement or a managed (discretionary) account. For the exemption to be available, you or a MEMBER OF YOUR IMMEDIATE FAMILY must not have authority to advise or direct SECURITIES transactions of the trust or managed account. The request will only be granted once the covered person and the investment adviser for the trust or managed account certify that the covered person or MEMBERS OF THEIR IMMEDIATE FAMILY will not advise or direct transactions. ACI must receive statements at least quarterly for transactions within the trust or managed account. The employee and/or adviser may be requested by Compliance to re-certify the trust arrangement.

CONFIDENTIAL INFORMATION

All information about Clients' SECURITIES transactions and portfolio holdings is confidential. You must not disclose, except as required by the duties of your employment, actual or contemplated SECURITIES transactions, portfolio holdings, portfolio characteristics or other nonpublic information about Clients, or the contents of any written or oral communication, study, report or opinion concerning any SECURITY. Employees should consult the Portfolio Holdings and Characteristics Disclosure and the Confidential Asset and Information Security policies before disseminating information to individuals that otherwise do not have access to the information. This does not apply to information which has already been publicly disclosed.

CONFLICTS OF INTEREST

You must receive prior written approval from the General Counsel or his or her designee, as appropriate, to do any of the following:

- Negotiate or enter into any agreement on a Client's behalf with any business concern doing or seeking to do business with the Client if you, or a person related to you, has a substantial interest in the business concern;

- Enter into an agreement, negotiate or otherwise do business on the Client's behalf with a personal friend or a person related to you; or

- Serve on the board of directors of, or act as consultant to, any publicly traded corporation. Please note that the American Century Investment's Business Code of Conduct also contains limitations on outside employment and directorships.

WHAT HAPPENS IF YOU VIOLATE THE RULES IN THE CODE OF ETHICS?

If you violate the rules of the Code of Ethics, you may be subject to serious penalties. Violations of the Code and proposed sanctions are documented by Compliance and

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submitted to the Code of Ethics Review Committee. The Committee consists of representatives of each INVESTMENT ADVISER and the Compliance and Legal Departments of ACI. The Committee is responsible for determining the materiality of Code violations and appropriate sanctions.

A. MATERIALITY OF VIOLATION

In determining the materiality of a violation, the Committee considers:

- Evidence of violation of law;

- Indicia of fraud, neglect, or indifference to Code provisions;

- Frequency of violations;

- Monetary value of the violation in question; and

- Level of influence of the violator.

B. PENALTY FACTORS

In assessing the appropriate penalties, the Committee will consider the foregoing in addition to any other factors they deem applicable, such as:

- Extent of harm to client interests;

- Extent of unjust enrichment;

- Tenure and prior record of the violator;

- The degree to which there is a personal benefit from unique knowledge obtained through employment with ACI;

- The level of accurate, honest and timely cooperation from the covered person; and

- Any mitigating circumstances.

C. THE PENALTIES WHICH MAY BE IMPOSED INCLUDE, BUT ARE NOT LIMITED TOO:

1. Non-material violation

a. Warning (notice sent to manager); and/or

b. Attendance at a Code of Ethics training session; and/or

c. Suspension of trading privileges for up to 90 days.

2. Penalties for material or more frequent non-material violations will be based on the circumstances of the violation. These penalties could include, but are not limited to

a. Suspension of trading privileges; and/or

b. Fine; and/or

c. Suspension or termination of employment.

In addition, you may be required to surrender to ACI any profit realized from any transaction(s) in violation of this Code of Ethics.

AMERICAN CENTURY INVESTMENTS' QUARTERLY REPORT TO FUND DIRECTORS

ACI will prepare a quarterly report to the Board of Directors of each Fund Client of any material violation of this Code of Ethics.

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APPENDIX 1: DEFINITIONS

1. "AUTOMATIC INVESTMENT PLAN"

"Automatic investment plan" means a program in which regular periodic purchases or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

2. "BENEFICIAL OWNERSHIP" OR "BENEFICIALLY OWNED"

See "APPENDIX 2: What is Beneficial Ownership?"

3. "CODE-EXEMPT SECURITY"

A "code-exempt security" is a security in which you may invest without preclearing the transaction with ACI. The list of code-exempt securities appears in APPENDIX 3.

4. "FEDERAL SECURITIES LAW"

Federal securities law means the Securities Act of 1933, the Securities Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted by the Commission or the Department of Treasury.

5. "INITIAL PUBLIC OFFERING"

"Initial public offering" means an offering of securities for which a registration statement has not previously been filed with the SEC and for which there is no active public market.

6. "INVESTMENT ADVISER"

"Investment adviser" includes each investment adviser listed on Schedule A

7. "MEMBER OF YOUR IMMEDIATE FAMILY"

A "member of your immediate family" means any of the following:

- Your spouse or domestic partner;

- Your minor children; or

- A relative who shares your home.

For the purpose of determining whether any of the foregoing relationships exist, a legally adopted child of a person is considered a child of such person.

8. "PRIVATE PLACEMENT"

"Private placement" means an offering of securities in which the issuer relies on an exemption from the registration provisions of the federal securities laws, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities.

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9. "REPORTABLE MUTUAL FUND"

A "reportable mutual fund" includes any mutual fund issued by a Fund Client (as listed on Schedule A) and any SUBADVISED FUNDS (as listed on SCHEDULE B).

10. "SECURITY"

A "security" includes a large number of investment vehicles. However, for purposes of this Code of Ethics, "security" includes any of the following:

- Note,

- Stock,

- Treasury stock,

- Bond,

- Debenture,

- Exchange traded funds (ETFs) or similar securities,

- Shares of open-end mutual funds,

- Shares of closed-end mutual funds,

- Evidence of indebtedness,

- Certificate of interest or participation in any profit-sharing agreement,

- Collateral-trust certificate,

- Preorganization certificate or subscription,

- Transferable share,

- Investment contract,

- Voting-trust certificate,

- Certificate of deposit for a security,

- Interests in private investment companies, hedge funds, or other unregistered collective investment vehicles,

- Fractional undivided interest in oil, gas or other mineral rights,

- Any put, call, straddle, option, future, or privilege on any security or other financial instrument (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof),

- Any put, call, straddle, option, future, or privilege entered into on a national securities exchange relating to foreign currency,

- In general, any interest or instrument commonly known as a "security," or

- Any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, future on or warrant or right to subscribe to or purchase, any of the foregoing.

11. "SUBADVISED FUND"

A "subadvised fund" means any mutual fund or portfolio listed on Schedule B.

12. "SUPERVISED PERSON"

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A "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 an INVESTMENT ADVISER and is subject to the supervision and control of the INVESTMENT ADVISER.

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APPENDIX 2: WHAT IS "BENEFICIAL OWNERSHIP"?

A "beneficial owner" of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a purchase or sale of the security.

1. ARE SECURITIES HELD BY IMMEDIATE FAMILY MEMBERS OR DOMESTIC PARTNERS "BENEFICIALLY OWNED" BY ME?

Probably. As a general rule, you are regarded as the beneficial owner of SECURITIES held in the name of

- A MEMBER OF YOUR IMMEDIATE FAMILY OR

- Any other person IF:

- You obtain from such SECURITIES benefits substantially similar to those of ownership. For example, if you receive or benefit from some of the income from the SECURITIES held by your spouse, you are the beneficial owner; OR

- You can obtain title to the SECURITIES now or in the future.

2. AM I DEEMED TO BENEFICIALLY OWN SECURITIES IN ACCOUNTS OWNED BY A RELATIVE FOR WHOM I AM LISTED AS BENEFICIARY UPON DEATH?

Probably not. Unless you have power of attorney to transact in such accounts or are listed as a joint owner, you likely do not beneficially own the account or SECURITIES contained in the account until ownership has been passed to you.

3. ARE SECURITIES HELD BY A COMPANY I OWN AN INTEREST IN ALSO "BENEFICIALLY OWNED" BY ME?

Probably not. Owning the SECURITIES of a company does not mean you "beneficially own" the SECURITIES that the company itself owns. However, you will be deemed to "beneficially own" the SECURITIES owned by the company if:

- You directly or beneficially own a controlling interest in or otherwise control the company; OR

- The company is merely a medium through which you, members of your immediate family, or others in a small group invest or trade in SECURITIES and the company has no other substantial business.

4. ARE SECURITIES HELD IN TRUST "BENEFICIALLY OWNED" BY ME?

Maybe. You are deemed to "beneficially own" SECURITIES held in trust if you
or a MEMBER OF YOUR IMMEDIATE FAMILY are:

- A trustee; or

- Have a vested interest in the income or corpus of the trust; or

- A settlor or grantor of the trust and have the power to revoke the trust without obtaining the consent of all the beneficiaries.

A blind trust exemption from the preclearance and reporting requirements of the Code may be requested if you or MEMBERS OR YOUR IMMEDIATE FAMILY do not have authority to advise or direct SECURITIES transactions of the trust.

5. ARE SECURITIES IN PENSION OR RETIREMENT PLANS "BENEFICIALLY OWNED" BY ME?

Maybe. Beneficial ownership does not include indirect interest by any person in portfolio SECURITIES held by a pension or retirement plan holding SECURITIES of an issuer whose employees generally are the beneficiaries of the plan.

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However, your participation in a pension or retirement plan is considered beneficial ownership of the portfolio SECURITIES if you can withdraw and trade the SECURITIES without withdrawing from the plan or you can direct the trading of the SECURITIES within the plan (IRAs, 401(k)s, etc.).

6. EXAMPLES OF BENEFICIAL OWNERSHIP

a. Securities Held by Family Members or Domestic Partners

Example 1: Tom and Mary are married. Although Mary has an independent source of income from a family inheritance and segregates her funds from those of her husband, Mary contributes to the maintenance of the family home. Tom and Mary have engaged in joint estate planning and have the same financial adviser. Since Tom and Mary's resources are clearly significantly directed towards their common property, they shall be deemed to be the beneficial owners of each other's SECURITIES.

Example 2: Mike's adult son David lives in Mike's home. David is self-supporting and contributes to household expenses. Mike is a beneficial owner of David's SECURITIES.

Example 3: Joe's mother Margaret lives alone and is financially independent. Joe has power of attorney over his mother's estate, pays all her bills and manages her investment affairs. Joe borrows freely from Margaret without being required to pay back funds with interest, if at all. Joe takes out personal loans from Margaret's bank in Margaret's name, the interest from such loans being paid from Margaret's account. Joe is a significant heir of Margaret's estate. Joe is a beneficial owner of Margaret's estate.

Example 4: Bob and Nancy are engaged. The house they share is still in Nancy's name only. They have separate checking accounts with an informal understanding that both individuals contribute to the mortgage payments and other common expenses. Nancy is the beneficial owner of Bob's SECURITIES.

b. Securities Held by a Company

Example 5: ABC Company is a holding company with five shareholders owning equal shares in the company. Although ABC Company has no business of its own, it has several wholly-owned subsidiaries that invest in SECURITIES. Stan is a shareholder of ABC Company. Stan has a beneficial interest in the SECURITIES owned by ABC Company's subsidiaries.

Example 6: XYZ Company is a large manufacturing company with many shareholders. Stan is a shareholder of XYZ Company. As a part of its cash management function, XYZ Company invests in SECURITIES. Neither Stan nor any MEMBERS OF HIS IMMEDIATE FAMILY are employed by XYZ Company. Stan does not beneficially own the SECURITIES held by XYZ Company.

c. Securities Held in Trust

Example 7: John is trustee of a trust created for his two minor children. When both of John's children reach 21, each shall receive an equal share of the corpus of the trust. John is a beneficial owner of any SECURITIES owned by the trust.

Example 8: Jane placed SECURITIES held by her in a trust for the benefit of her church. Jane can revoke the trust during her lifetime. Jane is a beneficial owner of any SECURITIES owned by the trust.

Example 9: Jim is trustee of an irrevocable trust for his 21 year-old daughter (who does not share his home). The daughter is entitled to the income of the trust until she is 25 years old, and is then entitled to the corpus. If the daughter dies before reaching 25, Jim is entitled to the corpus. Jim is a beneficial owner of any SECURITIES owned by the trust.

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Example 10: Joan's father (who does not share her home) placed SECURITIES in an irrevocable trust for Joan's minor children. Neither Joan nor any MEMBER OF HER IMMEDIATE FAMILY is the trustee of the trust. Joan is a beneficial owner of the SECURITIES owned by the trust. She may, however, be eligible for the blind trust exemption to the preclearance and reporting of the trust SECURITIES.

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APPENDIX 3: CODE-EXEMPT SECURITIES

Because they do not pose a likelihood for abuse, some securities, defined as code-exempt securities, are exempt from the Code's preclearance requirements. However, confirmations of transactions in reportable brokerage accounts are required in all cases and some code-exempt securities must be disclosed on your Quarterly Transactions, Initial and Annual Holdings Reports.

1. CODE-EXEMPT SECURITIES NOT SUBJECT TO DISCLOSURE ON YOUR QUARTERLY TRANSACTIONS, INITIAL AND ANNUAL HOLDINGS REPORTS:

- Open-end mutual funds that are not considered REPORTABLE MUTUAL FUND;

- REPORTABLE MUTUAL FUNDS (Access Persons only);

- REPORTABLE MUTUAL FUND shares purchased through an AUTOMATIC INVESTMENT PLAN (including reinvested dividends);

- Money market mutual funds;

- Bank Certificates of Deposit;

- U.S. government Treasury and Government National Mortgage Association securities;

- Commercial paper;

- Bankers acceptances;

- High quality short-term debt instruments, including repurchase agreements. A "high quality short-term debt instrument" means any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized rating organization.

2. CODE-EXEMPT SECURITIES SUBJECT TO DISCLOSURE ON YOUR QUARTERLY TRANSACTIONS, INITIAL AND ANNUAL HOLDINGS REPORTS:

- Reportable mutual fund shares purchased other than through an automatic investment plan (Portfolio and Investment Persons only)

- SECURITIES which are acquired through an employer-sponsored automatic payroll deduction plan (only the acquisition of the SECURITY is exempt, NOT the sale)

- SECURITIES other than open-end mutual funds purchased through dividend reinvestment programs (only the re-investment of dividends in the SECURITY is exempt, NOT the sale or other purchases)

- Futures contracts on the following:

- Standard & Poor's 500 or 100 Index, NASDAQ 100 Index, and DOW 30 Industrials futures contracts only. Futures contracts for other financial instruments are not Code-exempt.

- Commodity futures contracts for agricultural products (corn, soybeans, wheat, etc.) only. Futures contracts on precious metals or energy resources are NOT Code-exempt.

We may modify this list of securities at any time, please send an e-mail to "LG-PERSONAL SECURITY TRADES" to request the most current list.

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APPENDIX 4: HOW THE PRECLEARANCE PROCESS WORKS

PRECLEARANCE PROCESS

(FLOW CHART)

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After your request is entered into our mainframe system, it is then subjected to the following tests.

STEP 1: RESTRICTED SECURITY LIST

- Is the security on the Restricted Security list?

If "YES", the system will send a message to you DENYING the personal trade request.

If "NO", then your request is subject to Step 2.

STEP 2: DE MINIMIS TRANSACTION TEST (THIS TEST DOES NOT APPLY TO THE TRADE REQUESTS OF PORTFOLIO AND INVESTMENT PERSONS.)

- Is the security issuer's market capitalization greater than $1 billion?

- Will your proposed transaction, together with your other transactions in the security for the current calendar quarter, be less than $10,000?

- Does the security trade on a national securities exchange or market, such as the New York Stock Exchange (NYSE) or National Association of Securities Dealers Automated Quotation System (NASDAQ)?

If the answer to ALL of these questions is "YES", the system will generate a message approving your proposed transaction. If the answer to ANY of these questions is "NO", then your request is subject to Step 3.

STEP 3: CLIENT TRADES TEST

- Have there been any transactions in the past 24 hours or is there an open order for that security for any Client?

If "YES", the system will send a message to you DENYING the personal trade request.

If "NO", then your request is subject to Step 4.

STEP 4: FOLLOW LIST TEST

- Does any account or Fund own the security?

- Does the security appear on the computerized list of stocks ACI is considering to purchase for a Client?

If the answer to BOTH of these questions is "NO", the system will send a message to you APPROVING your proposed transaction.

If the answer to EITHER of these questions is "YES", then your request is subject to Step 5.

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STEP 5: PRESENT INTENTIONS TEST

A message is sent to portfolio teams that own or are following the security described in your preclearance request. The portfolio teams will be asked if they intend to buy or sell the security within the next three (3) business days.

If ALL of the portfolio management teams respond "NO", your request will be
APPROVED.

If ANY of the portfolio management teams respond "YES", your request will be DENIED.

If ANY of the portfolio teams do not respond, your request will be DENIED.

STEP 6: CHIEF INVESTMENT OFFICER REQUESTS

The Chief Compliance Officer or his/her designee must approve any preclearance request by ACIM's Chief Investment Officer before an APPROVAL message is generated.

THE PRECLEARANCE PROCESS CAN BE CHANGED AT ANY TIME TO ENSURE THAT THE GOALS OF ACI'S CODE OF ETHICS ARE ADVANCED.

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SCHEDULE A: BOARD APPROVAL DATES

This Code of Ethics was most recently approved by the Board of Directors/Trustees of the following Companies as of the dates indicated:

INVESTMENT ADVISER                                         MOST RECENT APPROVAL DATE
------------------                                         -------------------------
American Century Investment Management, Inc.                    January 1, 2009
American Century Global Investment Management, Inc.             January 1, 2009
American Century Advisory Services, Inc.                        January 1, 2009

PRINCIPAL UNDERWRITER                                      MOST RECENT APPROVAL DATE
---------------------                                      -------------------------
American Century Investment Services, Inc.                      January 1, 2009

FUND CLIENTS                                               MOST RECENT APPROVAL DATE
------------                                               -------------------------
American Century Asset Allocation Portfolios, Inc.              December 3, 2008
American Century California Tax-Free and Municipal Funds       December 17, 2008
American Century Capital Portfolios, Inc.                       December 3, 2008
American Century Government Income Trust                       December 17, 2008
American Century Growth Funds, Inc.                             December 3, 2008
American Century International Bond Funds                      December 17, 2008
American Century Investment Trust                              December 17, 2008
American Century Municipal Trust                               December 17, 2008
American Century Mutual Funds, Inc.                             December 3, 2008
American Century Quantitative Equity Funds, Inc.               December 17, 2008
American Century Strategic Asset Allocations, Inc.              December 3, 2008
American Century Target Maturities Trust                       December 17, 2008
American Century Variable Portfolios, Inc.                      December 3, 2008
American Century Variable Portfolios II, Inc.                  December 17, 2008
American Century World Mutual Funds, Inc.                       December 3, 2008

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SCHEDULE B: SUBADVISED FUNDS

This Code of Ethics applies to the following funds which are subadvised by an INVESTMENT ADVISER. This list of affiliated funds will be updated on a regular basis.

AST American Century Income & Growth Portfolio John Hancock Funds II Vista Fund
John Hancock Trust Vista Trust
Learning Quest 529 Education Savings Program Mass Mutual Series MML Income & Growth Fund Mass Mutual Series MML Mid Cap Value Fund MOST 529 Plan
Nationwide American Century NVIT Multi Cap Value Fund Nationwide NVIT Multi-Manager International Growth Fund Nationwide NVIT Multi-Manager Mid Cap Growth Fund Nationwide NVIT Multi-Manager Mid Cap Value Fund Nationwide NVIT Multi-Manager Small Company Fund Northwestern Mutual Inflation Protection Portfolio Northwestern Mutual Large Company Value Portfolio Northwestern Mutual Mid Cap Value Portfolio Principal LargeCap Growth Fund II
RiverSource Partners Aggressive Growth Fund Schwab Capital Trust Laudus International MarketMasters Fund Transamerica American Century Large Company Value VP UBS Fiduciary Trust Balanced Portfolio
VALIC Company I Core Value Fund
VALIC Company I Growth Fund
VALIC Company I International Growth I Fund

INVESCO ADVISERS, INC.

CODE OF ETHICS

January 1, 2010

CODE OF ETHICS

TABLE OF CONTENTS

SECTION                                 ITEM                                PAGE
-------   ---------------------------------------------------------------   ----
I.        INTRODUCTION...................................................      3
II (A)    STATEMENT OF FIDUCIARY PRINCIPLES..............................      3
II (B)    COMPLIANCE WITH LAWS, RULES AND REGULATIONS; REPORTING OF
             VIOLATIONS..................................................      3
III.      LIMITS ON PERSONAL INVESTING...................................      4
          A. PERSONAL INVESTING .........................................      4
                1  Pre-clearance of Personal Securities Transactions.....      4
                   -    Blackout Period..................................      4
                   -    Investment Personnel.............................      4
                   -    De Minimis Exemptions............................      5
                2  Prohibition of Short-Term Trading Profits.............      5
                3  Initial Public Offerings..............................      6
                4  Prohibition of Short Sales by Investment Personnel....      6
                5  Restricted List Securities............................      6
                6  Other Criteria to Consider in Pre-Clearance ..........
                7  Brokerage Accounts....................................      6
                8  Reporting Requirements................................      7
                   a.   Initial Holdings Reports.........................      7
                   b.   Quarterly Transactions Reports...................      7
                   c.   Annual Holdings Reports..........................      8
                   d.   Discretionary Managed Accounts...................      8
                   e.   Annual Certification.............................      8
                9  Private Securities Transactions.......................      9
                10 Limited Investment Opportunity........................      9
                11 Excessive Short-Term Trading in Funds.................      9
          B. INVESCO LTD. SECURITIES.....................................      9
          C. LIMITATIONS ON OTHER PERSONAL ACTIVITIES....................     10
                1  Outside Business Activities...........................     10
                2  Gifts and Entertainment Policy........................     10
                   -    Entertainment....................................     10
                   -    Gifts............................................     10
                3  U.S. Department of Labor Reporting....................     11
          D. PARALLEL INVESTING PERMITTED................................     11
IV.       REPORTING OF POTENTIAL COMPLIANCE ISSUES.......................     11
V.        ADMINISTRATION OF THE CODE.....................................     12
VI.       SANCTIONS......................................................     12
VII.      EXCEPTIONS TO THE CODE.........................................     12
VIII.     DEFINITIONS....................................................     12
IX.       INVESCO LTD. POLICIES AND PROCEDURES...........................     14
          CODE OF ETHICS CONTACTS........................................     14

CODE OF ETHICS

INVESCO ADVISERS, INC.
CODE OF ETHICS

(ORIGINALLY ADOPTED FEBRUARY 29, 2008; AMENDED EFFECTIVE JANUARY 1, 2010)

I. INTRODUCTION

Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of Invesco Advisers, Inc.'s investment company Clients take precedence over the personal interests of Invesco Advisers, Inc. and Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.

This Code of Ethics ("the Code") applies to all:

- Employees of Invesco Advisors, Inc.; and

Employees of any Invesco Advisers, Inc. affiliate that, in connection with their duties, obtain or are determined by the Compliance Department to have access to, any information concerning recommendations being made by any Invesco Advisers, Inc. entity to any of its Clients.

II.(A) STATEMENT OF FIDUCIARY PRINCIPLES

The following fiduciary principles govern Covered Persons.

- the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and

- all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individual's position of trust and responsibility. This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business.

This Code does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. It does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients.

II.(B) COMPLIANCE WITH LAWS, RULES AND REGULATIONS; REPORTING OF VIOLATIONS

All Invesco Advisers, Inc. Employees are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Employees shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.'s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section IV of this Code under "Reporting of Potential Compliance Issues."

CODE OF ETHICS

III. LIMITS ON PERSONAL INVESTING

A. PERSONAL INVESTING

1. Pre-clearance of Personal Security Transactions. All Covered Persons must pre-clear all personal security transactions involving Covered Securities with the Compliance Department using the automated review system.

Covered Securities include but are not limited to all investments that can be made by an Invesco Advisers, Inc. entity for its Clients, including stocks, bonds, municipal bonds, exchange traded funds (ETFs) and any of their derivatives such as options.

Although Affiliated Mutual Funds are considered Covered Securities those that are held by Employees at theAffiliated MutualFunds' transfer agent or in the Invesco Ltd. 401(k) or Money Purchase plans (excluding the Personal Choice Retirement Account (PCRA)), do not need to be pre-cleared through the automated review system because compliance monitoring for these plans is done through a separate process. Affiliated MutualFunds that are held in external brokerage accounts or in the PCRA MUST be pre-cleared through the automated review system. Please refer to section III.B for guidelines on Invesco Ltd. securities.

Covered Securities do not include shares of money market funds, government securities, certificates of deposit or shares of mutual funds not advised by Invesco Advisers, Inc.. (Please refer to the "Definitions" section of this Code for more information on the term, Covered Security.)

If you are unclear about whether a proposed transaction involves a Covered Security, contact the Compliance Department via email at CodeofEthics(North America)@invesco.com or by phone at 1-877-331-CODE
[1-877-331-2633] prior to executing the transaction.

- ANY APPROVAL GRANTED TO A COVERED PERSON TO EXECUTE A PERSONAL SECURITY TRANSACTION IS VALID FOR THAT BUSINESS DAY ONLY, EXCEPT THAT IF APPROVAL IS GRANTED AFTER THE CLOSE OF TRADING DAY SUCH APPROVAL IS GOOD THROUGH THE NEXT TRADING DAY.

The automated review system will review personal trade requests from Covered Persons based on the following considerations:

- BLACKOUT PERIOD. Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if a Client has executed a transaction in the same security within:

- two trading days before or after the Covered Person's request is received, or

- if there is a Client order on that security currently with the trading desk.

For example, if a Client trades on a Monday, Covered Persons may not be cleared to trade until Thursday.

- INVESTMENT PERSONNEL. Investment Personnel may not buy or sell a Covered Security within three trading days before or after a Client trades in that security.

CODE OF ETHICS

- DE MINIMIS EXEMPTIONS. The Compliance Department will apply the following de minimis exemptionsin granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Person's proposed personal transaction:

- Equity de minimis exemptions.

- If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index.

- If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting client activity in that security on the trading desk that exceeds 500 shares per trading day.

- Fixed income de minimis exemption. If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security in a rolling 30-day period.

The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal transaction and check the portfolio accounting system to verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the black-out period is the last three trading days. For Investments, Portfolio Administration and IT personnel, the Compliance Department will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security within the last three trading days. The Compliance Department will notify the Covered Person of the approval or denial of the proposed personal transaction. The approval of a personal securities transaction request is only valid for that business day. If a Covered Person does not execute the proposed securities transaction on the business day the approval is granted, the Covered Person must resubmit the request on another day for approval.

Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:

- A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent.

- Repeat violations may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations.

2. Prohibition of Short-Term Trading Profits. Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit

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from the trade will be disgorged to a charity of Invesco Advisors, Inc.'s choice and a letter of education may be issued to the Covered Person.

3. Initial Public Offerings. Covered Persons are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by the Compliance Department and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Person's business unit.

4. Prohibition of Short Sales by Investment Personnel. Investment Personnel are prohibited from effecting short sales of Covered Securities in their personal accounts if an Invesco Advisers, Inc. Client for whose account they have investment management responsibility has a long position in those Securities.

5. Restricted List Securities. Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.

6. Other Criteria Considered in Pre-clearance. In spite of adhering to the requirements specificed throughout this section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.

7. Brokerage Accounts. Covered Persons may only maintain brokerage accounts with

- discount broker-dealers that provide electronic feeds of confirmations and monthly statements directly to the Compliance Department,

- Invesco Advisers, Inc. -affiliated Broker-dealers, or

- full service broker-dealers. Covered Persons may own shares of Affiliated Mutual Fundsthat are held at a non-Invesco Advisers, Inc. affiliated broker-dealer only if the broker-dealer provides an electronic feed of all transactions and statements to Invesco Advisers, Inc.'s Compliance Department. All Covered Persons must arrange for their broker-dealers to forward to the Compliance Department on a timely basis duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in Affiliated MutualFunds and preferably in an electronic format for holdings other than Affiliated Mutual Funds.

As a result, existing Covered Persons must move any existing brokerage accounts that do not comply with the above provision as of the date of this Code to appropriate broker-dealers within six months of the effective date of this Code and every person who becomes a Covered Person under this Code subsequent to the effective date must move all of their brokerage accounts that do not comply with the above provision of the Code within thirty
(30) days from the date the Covered Person becomes subject to this Code.

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Please refer to the following link in the Invesco Ltd.'s intranet site for a list of broker-dealers that currently provide electronic transaction and statement feeds to Invesco Advisers, Inc. :

http://sharepoint/sites/Compliance-COE- NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf

8. Reporting Requirements.

a. INITIAL HOLDINGS REPORTS. Within 10 days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the electronic review system, StarCompliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):

- A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Ownership;

- The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and

- The date that the report is submitted by the Covered Person.

b. QUARTERLY TRANSACTIONS REPORTS. All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest: This includes any Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates:

- The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;

- The nature of the transaction (buy, sell, etc.);

- The price of the Covered Security at which the transaction was executed;

- The name of the broker-dealer or bank executing the transaction; and

- The date that the report is submitted to the Compliance Department.

ALL COVERED PERSONS MUST SUBMIT A QUARTERLY TRANSACTION REPORT REGARDLESS OF WHETHER THEY EXECUTED TRANSACTIONS DURING THE QUARTER OR NOT. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the Report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan, Dividend Reinvestment Plan or similar plans in the quarterly transaction report.

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Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:

- The date the account was established;

- The name of the broker-dealer or bank; and

- The date that the report is submitted to the Compliance Department.

The Compliance Department may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.

c. ANNUAL HOLDINGS REPORTS. All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to the Compliance Department:

- The security and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Ownership;

- The name of the broker-dealer or bank with or through which the security is held; and

- The date that the report is submitted by the Covered Person to the Compliance Department.

d. DISCRETIONARY MANAGED ACCOUNTS. In order to establish a Discretionary Managed Account, you must grant the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.. Covered Persons must receive approval from the Compliance Department to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect Control over the managed accounts.

e. CERTIFICATION OF COMPLIANCE. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition,

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all Covered Persons must certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported under the Code. The Invesco Advisers, Inc. Internal Compliance Controls Committee (ICCC) will review and approve the Code annually. If material changes are made to the during the year, these changes will also be reviewed by the Invesco Advisers, Inc. ICCC and all Covered Persons must certify within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.

9. Private Securities Transactions. Covered Persons may not engage in a Private Securities Transaction without first giving the Compliance Department a detailed written notification describing the transaction and indicating whether or not they will receive compensation and obtaining prior written permission from the Compliance Department. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to the Compliance Department and the Chief Investment Officer of the Investment Personnel's Invesco Ltd. business unit when they are involved in a Client's subsequent consideration of an investment in the same issuer. The business unit's decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.

10. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.). Covered Persons may not engage in a Limited Investment Opportunity without first giving the Compliance Department a detailed written notification describing the transaction and obtaining prior written permission from the Compliance Department.

11. Excessive Short Term Trading in Funds. Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisors, Inc. and are subject to various limitations on the number of transactions as indicated in the respective prospectus and other fund disclosure documents.

B. INVESCO LTD. SECURITIES

1. No Employee may effect short sales of Invesco Ltd. securities.

2. No Employee may not engage in transactions in publicly traded options, such as puts, calls and other derivative securties relating to the Invesco Ltd's securities, on an exchange or any other organized market.

3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre- clearance regardless of the size of the transaction, and are subject to "black-out" periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.

4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section
III.A.7 of this Code.

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C. LIMITATIONS ON OTHER PERSONAL ACTIVITIES

1. Outside Business Activities. You may not engage in any Outside Business Activity, regardless of whether or not you receive compensation, without prior approval from Compliance.Absent prior written approval of the Compliance Department, Employees may not serve as directors, officers or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc. Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal trades.

2. Gift and Entertainment Policy. Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which employees may accept or give gifts or entertainment. Where there are conflicts between a minimal standard established by an Invesco Ltd. policy and the standards established by an Inveso Advisers, Inc. policy, including this Code, the latter shall supersede. .

Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor.

An Employee may not provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc. , its parents or affiliates doing business with the other entity or person involved.

- ENTERTAINMENT. Employees must report Entertainment with the Compliance Department within thirty (30) calendar days after the receipt or giving by submitting a Gift Report within the automated review system. The requirement to report Entertainment includes dinners or any other event with an Invesco Advisers, Inc. Business Partner in attendance.

Examples of Entertainment that may be excessive in value include Super Bowl tickets, tickets to All-Star games, hunting trips, or ski trips. An occasional ticket to a sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.

Additionally, Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of the Compliance Department.

- GIFTS. All Gifts given or received must be reported to the Compliance Department within thirty (30) calendar days after the receipt or giving by submitting a Gift Report within the automated review system. Employees are prohibited from accepting or giving the following:

- single Gifts valued in excess of $100 in any calendar year; or

CODE OF ETHICS

- Gifts from one person or firm valued in excess of $100 during a calendar year period.

3. US Department of Labor Reporting: Under current US Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as "union officials"). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc. Employees to a union or union official is considered a payment reportable to the DOL.

Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official which do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.'s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.'s policy to require that ALL gifts or entertainment furnished by Employee be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc. Finance Department's expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. Such details include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.

Invesco Advisers, Inc. is obligated to reports on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.

If you have any question whether a payment to a union or union official is reportable, please contact the Compliance Department. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees

D. PARALLEL INVESTING PERMITTED

Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.

IV. REPORTING OF POTENTIAL COMPLIANCE ISSUES

Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with Invesco Advisers, Inc.'s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.

In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Compliance Reporting Line, 1-866-297-3627 which is available to employees of multiple operating units of Invesco Ltd. When you dial this number and you are asked for your name, use "Invesco." To ensure your confidentiality, this phone line is provided by an independent company. It is available 24 hours a day, 7 days a week. All calls to the Compliance Reporting Line will be reviewed and handled in a prompt, fair and discreet manner. Employees are

CODE OF ETHICS

encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.

V. ADMINISTRATION OF THE CODE OF ETHICS

Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.

No less frequently than annually, Invesco Advisers, Inc. will furnish to the Invesco Advisers, Inc. Internal Compliance Controls Committee (ICCC), or such committee as it may designate, a written report that:

- describes significant issues arising under the Code since the last report to the ICCC, including information about material violations of the Code and sanctions imposed in response to material violations; and

- certifies that the Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code.

VI. SANCTIONS

Upon discovering a material violation of the Code, the Compliance Department will notify Invesco Advisers, Inc.'s Chief Compliance Officer (CCO). The CCO will notify the ICCC of any material violations at the next regularly scheduled meeting.

The Compliance Department will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.

Invesco Advisers, Inc.may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.

VII. EXCEPTIONS TO THE CODE

Invesco Advisers, Inc.'s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code and will report all such exceptions at the next ICCC meeting.

VIII. DEFINITIONS

- "Affiliated Mutual Funds" generally includes all mutual funds advised or sub-advised by Invesco Advisers, Inc..

- "Automatic Investment Plan" means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans.

CODE OF ETHICS

- "Beneficial Ownership" has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended ("the '34 Act"). To have a beneficial interest, Covered Persons must have a "direct or indirect pecuniary interest," which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Ownership in securities held by members of their immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.

- "Client" means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser.

- "Control" has the same meaning as under Section 2(a)(9) of the Investment Company Act, as amended (the "Investment Company Act"). "Covered Person" means and includes:

- any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc. affiliates that, in connection with his or her duties, obtains or has access to any information concerning investment recommendations being made by any Invesco Advisers, Inc. entity to any of its Clients.

- All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd.

- Any other persons falling within such definitions under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisors Act and such other persons that may be so deemed by Compliance.

- "Covered Security" has the same meaning as Section 2(a)(36) of the Investment Company Act except that it shall not include shares of any registered open-end investment company (mutual funds), except Affiliated MutualFunds, not advised or sub-advised by Invesco Advisers, Inc. . All Affiiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc. . An exchange traded funds (ETF) is considered a Covered Security. A Covered Security does not include the following:

- Direct obligations of the Government of the United States or its agencies;

- Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

- Any open-end mutual fund except Affiliated MutualFunds, not advised or sub-advised by Invesco Advisers, Inc.; and

- Invesco Ltd. stock because it is subject to the provisions of Invesco Ltd.'s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd.

- "Employee" means any full or part time Employee of Invesco Advisers, Inc. , including any consultant or contractor who Invesco Advisers, Inc.'s Compliance Department determines to have access to information regarding Invesco Advisers, Inc.'s trading activity.

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- "Investment Personnel" means any Employee who, in connection with his/her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Client.

- "IT Personnel" means any Employee that is designated to work in the Information Technology Department.

- "Gifts", "Entertainment" and "Business Partner" have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy.

- "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the '34 Act.

- "Invesco Advisers, Inc. -affiliated Broker-dealer" means Invesco Advisers, Inc. or its successors.

- "Private Securities Transaction" means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authority's (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal transactions in investment company and variable annuity securities shall be excluded.

- "Restricted List Securities" means the list of securities that are provided to Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd.unit).

IX. INVESCO LTD. POLICIES AND PROCEDURES

All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Policy Concerning Political Contributions and Charitable Donations, and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Inveso Advisers, Inc. policy, including this Code, the latter shall supersede.

CODE OF ETHICS CONTACTS

- TELEPHONE HOTLINE: 1-877-331-CODE [2633]

- E-MAIL: CODEOFETHICS(NORTH AMERICA)@INVESCO.COM

Last Revised: January 1, 2010

CODE OF ETHICS

CODE OF ETHICS AND PERSONAL TRADING GUIDELINES

MORGAN STANLEY INVESTMENT MANAGEMENT(1)

EFFECTIVE MAY 12, 2008

(1) Ex-Merchant Banking and FrontPoint Partners.

TABLE OF CONTENTS (2)

I.    INTRODUCTION .......................................................    3
      A. GENERAL .........................................................    3
      B. STANDARDS OF BUSINESS CONDUCT ...................................    3
      C. OVERVIEW OF CODE REQUIREMENTS ...................................    4
      D. DEFINITIONS .....................................................    4
      E. GROUNDS FOR DISQUALIFICATION FROM EMPLOYMENT ....................    8
      F. OTHER POLICIES AND PROCEDURES ...................................    9
II.   PRE-CLEARANCE REQUIREMENTS .........................................    9
      A. EMPLOYEE SECURITIES ACCOUNTS ....................................    9
      B. PERSONAL TRADING ................................................   12
      C. OTHER PRE-CLEARANCE REQUIREMENTS ................................   17
III.  REPORTING REQUIREMENTS .............................................   17
      A. INITIAL HOLDINGS AND BROKERAGE ACCOUNT(S) REPORTS AND
         CERTIFICATION ...................................................   17
      B. QUARTERLY TRANSACTIONS REPORT ...................................   18
      C. ANNUAL HOLDINGS REPORT AND CERTIFICATION OF COMPLIANCE ..........   19
IV.   OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS ..........................   19
      A. APPROVAL TO ENGAGE IN AN OUTSIDE ACTIVITY .......................   19
      B. APPROVAL TO INVEST IN A PRIVATE PLACEMENT .......................   20
      C. APPROVAL PROCESS ................................................   20
      D. CLIENT INVESTMENT INTO PRIVATE PLACEMENT ........................   20
V.    POLITICAL CONTRIBUTIONS ............................................   21
VI.   GIFTS AND ENTERTAINMENT ............................................   21
VII.  CONSULTANTS AND TEMPORARY EMPLOYEES ................................   22
VIII. REVIEW, INTERPRETATIONS AND EXCEPTIONS .............................   22
IX.   ENFORCEMENT AND SANCTIONS ..........................................   22

(2) Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004 and December 15, 2006.

I. INTRODUCTION(3)

A. GENERAL

The Morgan Stanley Investment Management ("MSIM") Code of Ethics (the "Code") is reasonably designed to prevent legal, business and ethical conflicts, to guard against the misuse of confidential information, and to avoid even the appearance of impropriety that may arise in connection with your personal trading and outside activities as an MSIM employee. It is very important for you to read the "Definitions" section below to understand the scope of this Code, including the individuals, accounts, securities and transactions it covers. You are required to acknowledge receipt and your understanding of this Code at the start of your employment at MSIM or when you become a Covered Person, as defined below, when amendments are made, and annually.

B. STANDARDS OF BUSINESS CONDUCT

MSIM seeks to comply with the Federal securities laws and regulations applicable to its business. This Code is designed to assist you in fulfilling your regulatory and fiduciary duties as an MSIM employee as they relate to your personal securities transactions.

- Fiduciary Duties.

As an MSIM employee, you owe a fiduciary duty to MSIM's Clients. This means that in every decision relating to personal investments, you must recognize the needs and interests of Clients and place those ahead of any personal interest or interest of the Firm.

- Personal Securities Transactions and Relationship to MSIM's Clients.

MSIM generally prohibits you from engaging in personal trading in a manner that would distract you from your daily responsibilities. MSIM strongly encourages you to invest for the long term and discourages short-term, speculative trading. You are cautioned that short-term strategies may attract a higher level of regulatory and other scrutiny. Excessive or inappropriate trading that interferes with job performance or that compromises the duty that MSIM owes to its Clients will not be tolerated.

(3) This Code is intended to fulfill MSIM's requirements under Rule 204A-1 of the Investment Advisers Act of 1940 (Advisers Act) and Rule 17j-1 under the Investment Company Act of 1940 (Company Act). Please note that there is a separate Fund Code for each of the Morgan Stanley and Van Kampen fund families.

If you become aware that you or someone else may have violated any aspect of this Code, you must report the suspected violation to Compliance immediately.

C. OVERVIEW OF CODE REQUIREMENTS

Compliance with the Code is a matter of understanding its basic requirements and making sure the steps you take regarding activities covered by the Code are in accordance with the letter and spirit of the Code. Generally, you have the following obligations:

ACTIVITY                                            CODE REQUIREMENTS
--------                               --------------------------------------------
Employee Securities Account(s)         -  Pre-clearance, Reporting
Personal Trading                       -  Pre-clearance, Holding Period, Reporting
Participating in an Outside Activity   -  Pre-clearance, Reporting
Investing in a Private Placement       -  Pre-clearance, Reporting
Political Contributions                -  Pre-clearance, Reporting
Gifts and Entertainment                -  Reporting

You must examine the specific provisions of the Code for more details on each of these activities and are strongly urged to consult with Compliance if you have any questions.

D. DEFINITIONS

These definitions are here to help you understand the application of the Code to various activities undertaken by you and other persons related to you who may be covered by the Code. They are an integral part of the Code and a proper understanding of them is essential. Please refer back to these Definitions as you read the Code.

- "Access Persons, " as defined in the Morgan Stanley Code of Conduct for purposes of transacting in Morgan Stanley stock includes:

- all Morgan Stanley Management Committee and Operating Committee members

- all other Managing Directors

- if your business unit or department has a title structure that does not include Managing Director, the person(s) with the highest available title in that unit

- individuals notified by Compliance that, due to their job responsibilities, they are considered to be Access Persons.

- "Client" means and includes shareholders or limited partners of registered and unregistered investment companies and other investment vehicles, institutional, high net worth and retail separate account clients, employee benefit trusts and all other types of clients advised by MSIM.

- "Compliance" means your local Compliance group (New York, London, Singapore, Tokyo and Mumbai).

- "Consultant" means a non-employee of MSIM who falls under the definition of a Covered Person.

- "Covered Persons"(4) means and includes:

- All MSIM employees;

- All directors, officers and partners of MSIM;

- Any person who provides investment advice on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Client's purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic (such as certain consultants, leased workers or temporary employees).

- Any personnel with responsibilities related to MSIM or who support MSIM as a business and have frequent interaction with Covered Persons or Investment Personnel as determined by Compliance (e.g., IT, Internal Audit, Legal, Compliance, Operations, Corporate Services and Human Resources).

THE DEFINITION OF "COVERED PERSON" MAY VARY BY LOCATION. PLEASE CONTACT COMPLIANCE IF YOU HAVE ANY QUESTION AS TO YOUR STATUS AS A COVERED PERSON.

- Any other persons falling within such definition under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be so deemed by Compliance from time to time.

- "Covered Securities" includes generally all equity or debt securities, including derivatives of securities (such as options, warrants and

(4) The term "Access Person" is now made consistent with the Morgan Stanley Code of Conduct to avoid confusion.

ADRs), futures, commodities, securities indices, exchange-traded funds, open-end mutual funds for which MSIM acts as adviser or sub-adviser, closed-end funds, corporate and municipal bonds and similar instruments, but do not include "Exempt Securities," as defined below. Please refer to Schedule A for application of the Code to various security types.

- "Employees" means MSIM employees. For purposes of this Code, all Employees are considered Covered Persons.

- "Employee Securities Account" is any account in your own name and other accounts you could be expected to influence or control, in whole or in part, directly or indirectly, whether for securities or other financial instruments, and that are capable of holding Covered Securities, as defined below. This includes accounts owned by you and:

- accounts of your spouse or domestic partner;

- accounts of your children or other relatives of you or your spouse or domestic partner who reside in the same household as you and to whom you contribute substantial financial support (e.g., a child in college that is claimed as a dependent on your income tax return or who receives health benefits through you);

- accounts where you obtain benefits substantially equivalent to ownership of securities;

- accounts that you or the persons described above could be expected to influence or control, such as:

- joint accounts;

- family accounts;

- retirement accounts ;

- corporate accounts;

- trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence;

- arrangements similar to trust accounts that benefit you directly;

- accounts for which you act as custodian; and

- partnership accounts.

- "Exempt Securities" are securities that are not subject to the pre-clearance, holding and reporting requirements of the Code, such as:

- Bankers' acceptances, bank certificates of deposit and commercial paper;

- Investment grade, short-term debt instruments, including repurchase agreements (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest categories by a nationally recognized statistical rating organization);

- Direct obligations of the U.S. Government(5);

- Shares held in money market funds;

- Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser; and

- Open-end mutual funds for which MSIM does not act as adviser or sub-adviser.

Please refer to Schedule A for application of the Code to various security types.

- "Firm" means Morgan Stanley, MSIM's parent company.

- "Investment Personnel" means and includes:

- Employees in the Global Equity, Global Fixed Income and Alternative Investments Groups, including portfolio managers, traders, research analysts, support staff, etc., and any other Covered Person who obtains or has access to information concerning investment recommendations made to any Client; and

- Any persons designated as Investment Personnel by Compliance.

- "IPO" means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or a foreign financial regulatory authority.

- "Morgan Stanley Broker" means a broker-dealer affiliated with Morgan Stanley.

(5) Includes securities that are backed by the full faith and credit of the U.S. Government for the timely payment of principal and interest, such as Ginnie Maes, U.S. Savings Bonds, and U.S. Treasuries, and equivalent securities issued by non-U.S. governments.

- "Morgan Stanley Investment Management" or "MSIM" means the companies and businesses comprising Morgan Stanley's Investment Management Division. See Schedule B.

- "Mutual Funds" includes all open-end mutual funds and similar pooled investment vehicles established in non-U.S. jurisdictions, such as registered investment trusts in Japan, but do not include shares of open-end money market mutual funds (unless otherwise directed by Compliance).

- "Outside Activity" means any organized or business activity conducted outside of MSIM. This includes, but is not limited to, participation on a board of a charitable organization, part-time employment or formation of a limited partnership.

- "Portfolio Managers" are Employees who are primarily responsible for the day-to-day management of a Client portfolio.

- "Private Placement" means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions. If you are unsure whether the securities are issued in a private placement, please consult with Compliance.

- "Proprietary or Sub-advised Mutual Fund" means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser.

- "Research Analysts" are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any Client portfolio.

- "Senior Loan Employee" means any Employee who has knowledge of, or has access to, investment decisions of any MSIM senior loan fund.

- "Unit Investment Trust(s)" or "UIT(s)" include registered trusts in which a fixed, unmanaged portfolio of securities is purchased.

E. GROUNDS FOR DISQUALIFICATION FROM EMPLOYMENT

Pursuant to the terms of Section 9 of the Advisers Act, no director, officer or employee of MSIM may become, or continue to remain, an officer, director or employee without an exemptive order issued by the U.S. Securities and Exchange Commission if such director, officer or employee:

- within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of his or her conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or

- is or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.

You are obligated to report any conviction or injunction described here to Compliance immediately.

F. OTHER POLICIES AND PROCEDURES

In addition to this Code, you are also subject to the Morgan Stanley Investment Management Compliance Manuals and the Morgan Stanley Code of Conduct.

Please contact Compliance for additional policies applicable in your region.

II. PRE-CLEARANCE REQUIREMENTS

A. EMPLOYEE SECURITIES ACCOUNTS

Generally, you must maintain all Employee Securities Accounts that may invest in Covered Securities at a Morgan Stanley Broker. Situations in non-U.S. offices may vary. New Employees must transfer, at their expense, their Employee Securities Account(s) to a Morgan Stanley Broker as soon as

practical (generally within 30 days of becoming a Covered Person).
FAILURE TO DO SO WILL BE CONSIDERED A SIGNIFICANT VIOLATION OF THIS CODE.

- Process for Opening a Morgan Stanley Brokerage Account.

When opening an account with a Morgan Stanley Broker, you must notify the Broker that you are an MSIM Employee and that all Employee Securities Accounts opened by you must be coded as an employee or employee-related account. You are responsible for reporting your Morgan Stanley Brokerage account number to Compliance during the Quarterly Transactions Reporting process. Prior approval from Compliance is not required. The process in non-U.S. offices may vary.

- Non-Morgan Stanley Accounts by Special Permission only.

Exceptions to the requirement to maintain Employee Securities Accounts at a Morgan Stanley Broker are rare and will be granted only with the prior written approval of Compliance. If your request is approved, you will be required to ensure that duplicate confirmations and statements are sent to Compliance. Situations in non-U.S. offices may vary.

If you maintain an outside account without appropriate approval, you must immediately disclose this to Compliance.

- Individual Savings Accounts ("ISAs" for employees of MSIM Ltd.)

MSIM Ltd. employees are permitted to establish ISAs with outside managers but details may require pre-clearance. The degree of reporting that will be required will depend on the type of ISA held. Fully discretionary managed ISAs (i.e. an independent manager makes the investment decisions) may be established and maintained without the prior approval of Compliance, provided that you exercise no influence or control on stock selection or other investment decisions. Once an ISA is established, details must be disclosed via the Firm's Outside Business Interests system ("OBI"). Non-discretionary ISAs (including single company ISAs) where an employee makes investment decisions may only be established and maintained if pre-clearance from Compliance is sought, duplicate statements are supplied to Compliance and the Code of Ethics quarterly and annual reporting requirements are met.

- Mutual Fund Accounts

You may open an account for the exclusive purchase of open-end Mutual Funds, including Proprietary Mutual Funds (i.e. an account directly with a fund transfer agent) without prior approval from Compliance. If the account is opened for the purchase of Sub-Advised Mutual Funds, duplicate confirmations of all transactions and account statements must be sent to Compliance.

MSIM Private Limited Employees. Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C.

- Discretionary Managed Accounts.

You may open a fully discretionary managed account ("Discretionary Managed Account") at Morgan Stanley if the account meets the standards set forth below. In certain circumstances and with the prior written approval of Compliance, you may appoint non-Morgan Stanley managers (e.g., trust companies, banks or registered investment advisers) to manage your account.

In order to establish a Discretionary Managed Account, you must grant to the manager COMPLETE INVESTMENT DISCRETION over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.

To open a Morgan Stanley Discretionary Managed Account, you must submit the appropriate Discretionary Managed Account form, along with the required documentation (i.e. the advisory agreement or contract with the manager) to Compliance. See Schedule C. If it is managed by a non-Morgan Stanley manager, please submit the request in the OBI system and arrange for duplicate copies of trade confirmations and statements to be sent to Compliance.

- Issuer Purchase Plans.

You may open an account directly with an issuer to purchase its shares, such as a dividend reinvestment plan, or "DRIP," by submitting the DRIP form to your local Compliance group and by pre-clearing the initial purchase and any sales of shares. See Schedule C. You must also report holdings annually to Compliance.

- Other Morgan Stanley Accounts:

Employee Stock Purchase Plan (ESPP)

Employee Stock Ownership Plan (ESOP) Employee Incentive Compensation Plan (EICP) Morgan Stanley 401(k) (401(k)).

You do not have to pre-clear participation in the Morgan Stanley ESPP, ESOP, EICP or 401(k) Plan with Compliance. However, you must disclose participation in any of these plans (quarterly, upon initial participation, and on annual certifications).

NOTE: PARTICIPATION IN A NON-MORGAN STANLEY 401(K) PLAN OR SIMILAR ACCOUNT THAT PERMITS YOU TO TRADE COVERED SECURITIES MUST BE PRE-APPROVED BY COMPLIANCE.

- Investment Clubs

You may not participate in or solicit transactions on behalf of investment clubs in which members pool their funds to make investments in securities or other financial products.

- 529 Plans

You do not have to pre-clear participation in a 529 Plan with Compliance.

B. PERSONAL TRADING

You are required to obtain pre-clearance of personal securities transactions in Covered Securities, other than transactions in Proprietary or Sub-advised Mutual Funds. Exempt Securities do not require pre-clearance. Please see the Securities Transaction Matrix attached as Schedule A for additional information about when pre-clearance is or may not be required.

- Initiating a Transaction.

Pre-clearance must be obtained by entering the trade request into the Trade Pre-Clearance System by typing "TPC" into your internet browser. For regions without access to TPC, please contact

Compliance. See Schedule C. Once Compliance has performed the necessary checks, Compliance will notify you promptly regarding your request.

- Pre-Clearance Valid for One Day Only.

If your request is approved, such approval is valid only for the day it is granted. Any transaction not completed on that day will require a new approval. This means that open orders, such as limit orders and stop-loss orders, must be pre-cleared each day until the transaction is effected. (6)

- Holding Requirement and Repurchase Limitations

Proprietary or Sub-advised Mutual Funds

You may not redeem or exchange Proprietary Mutual Funds (i.e., Morgan Stanley or Van Kampen funds) until at least 30 calendar days from the purchase trade date.

Sub-advised Mutual Funds are not subject to a holding period but do carry a reporting requirement, as detailed below.

All other Covered Securities

You may not sell a Covered Security until you have held it for at least 30 days.

If you sell a Covered Security, you may not repurchase the same security for at least 30 days.

MSAITM Employees. In case of selling equity and equity-linked notes, Covered Persons at MSAITM must hold such instruments for at least six months; however, Compliance may grant an exception if the instruments are held for at least 30 calendar days from the date of purchase. This includes transactions in MS stock.

MSIM Private Limited Employees. Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C.

- Restrictions and Requirements for Portfolio Managers and Investment Personnel.

Blackout Period. No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by a

(6) In the case of trades in international markets where the market has already closed, transactions must be executed by the next close of trading in that market.

Portfolio Manager for a period of seven calendar days before or seven calendar days after the Portfolio Manager purchases or sells the security on behalf of a Client. A Portfolio Manager may request an exception from the blackout period if the Covered Security was traded for an index fund or index portfolio.

In addition, Investment Personnel who have knowledge of a Portfolio Manager's trading activity are subject to the same blackout period.

Investment Personnel must also obtain an additional signature from their manager prior to pre-clearance.

MSIM Private Limited Employees. Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C.

UITs. Investment Personnel involved in determining the composition of a UIT portfolio, or who have knowledge of the composition of a UIT portfolio prior to deposit, are considered Portfolio Managers and may not buy or sell a Covered Security within seven calendar days before or seven calendar days after such Covered Security is included in the initial deposit of a UIT portfolio.

Closed-End Funds. Portfolio Managers are permitted to purchase closed-end funds that they manage and that are not traded on an exchange with prior approval from Compliance.

- Restrictions for Research Analysts

Research Analysts may not own or trade any Covered Security for which he or she provides research coverage. If a Research Analyst commences research coverage for a Covered Security that he or she already owns, the Research Analyst may be asked to sell the Covered Security to avoid any potential or actual conflict of interest.

- Restrictions for Senior Loan Employees

Senior Loan Employees may not purchase any Covered Security issued by any company that has a loan or loans held in any senior loan fund.

As a reminder, Senior Loan Employees are also subject to the MSIM Senior Loan Firewall Procedures.

- Transactions in Morgan Stanley (MS) Stock

You may only transact in MS stock during designated window periods. This includes the gifting of MS Stock. If you are transacting in MS stock through a brokerage account, YOU ARE NO LONGER REQUIRED TO PRE-CLEAR THE TRANSACTION THROUGH Compliance. Similarly, you do not have to pre-clear transactions in MS stock sold out of your EICP, ESOP, ESPP or 401(k) Plan. All other holding and reporting requirements for Covered Securities still apply.

For MSAITM employees, as noted above, a six-month holding period applies.

- Additional Restrictions for "Access Persons."

Morgan Stanley imposes additional restrictions on selling MS stock for Access Persons, as defined above.

Firm policy requires Access Persons, among other things, to hold a position in MS stock for a minimum of six months in their employee and employee-related accounts. If you are an Access Person, please consult the Window Period Announcement on the Firm intranet before transacting in MS stock.

As always, employees may never buy or sell MS stock if in possession of material, non-public information regarding Morgan Stanley.

- Trading Derivatives

You may not trade forward contracts, physical commodities and related derivatives, currencies, over-the-counter warrants or swaps. In addition, you may not trade futures under this Code.

The following is a list of permitted options trading:

Call Options.

LISTED CALL OPTIONS. You may purchase a listed call option only if the call option has a period to expiration of at least 30 days from the date of purchase and you hold the call option for at least 30 days prior to sale. If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 30 days.

COVERED CALLS. You may also sell (or "write") a call option only if you have held the underlying security (in the corresponding quantity) for at least 30 days.

Put Options.

LISTED PUT OPTIONS. You may purchase a listed put option only if the put option has a period to expiration of at least 30 days from the date of purchase and you hold the put option for at least 30 days prior to sale. If you purchase a put option on a security you already own, you may only exercise the put once you have held the underlying security for 30 days.

SELLING PUTS. You may not sell ("write") a put.

PLEASE NOTE THAT YOU MUST OBTAIN PRE-CLEARANCE TO EXERCISE AN
OPTION AS WELL AS TO PURCHASE OR SELL AN OPTION.

- Other Restrictions

PRIMARY AND SECONDARY PUBLIC OFFERINGS. Consistent with the Code of Conduct, you and your Employee Securities Account(s) are prohibited from purchasing any equity security in an initial public offering. In addition, unless otherwise notified, you may not purchase an equity security that is part of a primary or secondary offering that the Firm is underwriting or selling until the distribution has been completed. Accordingly, you must consult Compliance prior to purchasing an equity security in a primary or secondary public offering to determine whether any restrictions apply.

Please note that this restriction applies to your immediate family as well, REGARDLESS of whether the accounts used to purchase these securities are considered Employee Securities Accounts.

Purchases of new issue debt are permitted, provided such purchases are pre-cleared and meet other relevant requirements of the Code.

MSIM Private Limited Employees. Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C.

OPEN CLIENT ORDERS. Personal trade requests will be denied if there is an open order for any Client in the same security or related security. Exemptions are granted if the Covered Security is being purchased or sold for a passively-managed index fund or index portfolio.

SHORT SALES. You may not engage in short selling of Covered Securities.

RESTRICTED LIST. You may not transact in Covered Securities that appear on the Firmwide Restricted List. Compliance will check the Restricted List as part of its pre-clearance process.

- Other Criteria Considered in Pre-Clearance

In spite of adhering to the requirements specified throughout this Section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.

- Reversal and Disgorgement

Any transaction that is prohibited by this Section may be required to be reversed and any profits (or any differential between the sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period) will be subject to disgorgement at the discretion of Compliance. Please see the Code Section regarding Enforcement and Sanctions below.

C. OTHER PRE-CLEARANCE REQUIREMENTS

Please note that the following activities also require pre-clearance under the Code:

- Outside Activities

- Investments in Private Placements

- Political Contributions

Please refer to the Sections below for more details on the additional Code requirements regarding these activities.

III. REPORTING REQUIREMENTS

A. INITIAL HOLDINGS AND BROKERAGE ACCOUNT(S) REPORTS AND CERTIFICATION

When you begin employment with MSIM or you otherwise become a Covered Person, you must provide an Initial Listing of Securities Holdings and Brokerage Accounts Report to Compliance no later than 10 days after you become a Covered Person. The information must not be more than 45 days old from the day you became a Covered Person and must include:

- the title and type, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of any Covered Security;

- the name of any broker-dealer, bank or financial institution where you hold an Employee Securities Account;

- any Outside Activities; and

- the date you submitted the Initial Holdings Report.

- Certification

All new Covered Persons will receive training on the principles and procedures of the Code. As a Covered Person, you must also certify that you have read, understand and agree to abide by the terms of the Code. See Schedule C.

B. QUARTERLY TRANSACTIONS REPORT

You must submit a Quarterly Transaction Report no later than 10 calendar days after the end of each calendar quarter to Compliance. The report must contain the following information about each transaction involving a Covered Security:

- the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount of any Covered Security;

- the nature of the transaction (i.e. purchase, sale or other type of acquisition or disposition);

- the price of the security at which the transaction was effected;

- the name of the broker-dealer or bank with or through which the transaction was effected; and

- the date you submitted the Quarterly Report.

- Exceptions

You do not have to submit a Quarterly Transactions Report if it would duplicate information in broker trade confirmations or account statements Compliance already receives or may access, such as Morgan Stanley brokerage accounts, direct accounts for the

purchase of Proprietary Mutual Funds and employee-benefit related accounts (i.e. Morgan Stanley 401(k), ESPP, ESOP, and EICP). For non-Morgan Stanley confirmations and account statements, Compliance must receive this information no later than 30 days after the end of the applicable calendar quarter.

A reminder to complete the Quarterly Transaction Report will be provided to you by Compliance at the end of each calendar quarter. See Schedule C.

C. ANNUAL HOLDINGS REPORT AND CERTIFICATION OF COMPLIANCE

Annually, you must report holdings and transactions in Covered Securities by completing the Annual Holdings Report and Certification of Compliance, which includes the following information:

- a listing of your current Morgan Stanley brokerage account(s);

- a listing of all securities beneficially owned by you in these account(s);

- all your approved Outside Activities, including non-Morgan Stanley brokerage accounts, Private Placements and Outside Activities; and

- all other investments you hold outside of Morgan Stanley (such as DRIPs, other 401(k)s and any securities held in certificate form).

The information must not be more than 45 days old on the day you submit the information to Compliance. You must also certify that you have read and agree to abide by the requirements of the Code and that you are in compliance with the Code. The Report must be submitted within 30 days after the end of each year.

The link to the Annual Holdings Report and Certification of Compliance will be provided to you by Compliance. See Schedule C.

IV. OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS

A. APPROVAL TO ENGAGE IN AN OUTSIDE ACTIVITY

You may not engage in any Outside Activity, REGARDLESS OF WHETHER OR NOT YOU RECEIVE COMPENSATION, without prior approval from Compliance. If you receive approval, it is your responsibility to notify Compliance

immediately if any conflict or potential conflict of interest arises in the course of the Outside Activity.

Examples of an Outside Activity include providing consulting services, organizing a company, giving a formal lecture or publishing a book or article, accepting compensation from any person or organization other than the Firm, serving as an officer, employee, director, partner, member, or advisory board member of a company or organization not affiliated with the Firm, whether or not related to the financial services industry (including charitable organizations or activities for which you do not receive compensation). Generally, you will not be approved for any Outside Activity related to the securities or financial services industry other than activities that reflect the interests of the industry as a whole and that are not competitive with those of the Firm.

A request to serve on the board of any company, especially the board of a public company, will be granted in very limited instances only. If you receive an approval, your directorship will be subject to the implementation of information barrier procedures to isolate you from making investment decisions for Clients concerning the company in question, as applicable.

B. APPROVAL TO INVEST IN A PRIVATE PLACEMENT

You may not invest in a Private Placement of any kind without prior approval from Compliance. Private Placements include investments in privately held corporations, limited partnerships, tax shelter programs and hedge funds (including those sponsored by Morgan Stanley or its affiliates).

MSIM Private Limited Employees. Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C.

C. APPROVAL PROCESS

You must request pre-clearance of Outside Activities and Private Placements online through the Outside Business Interest system by typing "OBI" into your intranet browser..

D. CLIENT INVESTMENT INTO PRIVATE PLACEMENT

If you have a personal position in an issuer through a Private Placement, you must contact Compliance immediately if you are involved in considering any subsequent investment decision on behalf of a Client regarding any security of that issuer or its affiliate. In these instances, the relevant Chief Investment Officer will make an independent determination

of the final investment decision and document the same, with a copy to Compliance.

V. POLITICAL CONTRIBUTIONS

Morgan Stanley places certain restrictions and obligations on its employees in connection with their political contributions and solicitation activities. Morgan Stanley's Policy on U.S. Political Contributions and Activities (the "Policy") is designed to permit Employees, Morgan Stanley and the Morgan Stanley Political Action Committee to pursue legitimate political activities and to make political contributions to the extent permitted under applicable regulations. The Policy prohibits any political contributions, whether in cash or in kind, to state or local officials or candidates in the United States that are intended or may appear to influence the awarding of municipal finance business to Morgan Stanley or the retention of that business.

You are required to obtain pre-clearance from Compliance prior to making any political contribution to or participating in any political solicitation activity on behalf of a U.S. federal, state or local political candidate, official, party or organization by completing a Political Contributions Pre-Clearance Form. See Schedule C.

Restricted Persons, as defined in the Policy, and certain executive officers are required to report to Compliance, on a quarterly basis, all state and local political contributions. Compliance will distribute disclosure forms to the relevant individuals each quarter. The information included on these forms will be used by Morgan Stanley to ensure compliance with the Policy and with any applicable rules, regulations and requirements. In addition, as required by applicable rules, Morgan Stanley will disclose to the appropriate regulators on a quarterly basis any reported political contributions by Restricted Persons.

VIOLATIONS OF THIS POLICY CAN HAVE SERIOUS IMPLICATIONS ON MORGAN STANLEY'S ABILITY TO DO BUSINESS IN CERTAIN JURISDICTIONS. CONTACT COMPLIANCE IF YOU HAVE ANY QUESTIONS.

VI. GIFTS AND ENTERTAINMENT

Morgan Stanley's Code of Conduct sets forth specific conditions under which employees and their family members may accept or give gifts or entertainment. In general, employees and their families may not accept or give gifts or special favors (other than an occasional non-cash gift of nominal value) from or to any person or organization with which Morgan Stanley has a current or potential business relationship. Please contact Compliance for your region's Gifts and Entertainment policy.

VII. CONSULTANTS AND TEMPORARY EMPLOYEES

Consultants and other temporary employees who fall under the definition of a Covered Person by virtue of their duties and responsibilities with MSIM (i.e. any person who provides investment advice on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Client's purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic) must adhere to the following Code provisions:

- Reporting on an initial, quarterly and annual basis;

- Duplicate confirmations and statements sent to Compliance for transactions in any Covered Security;

- Restriction from participating in any IPOs;

- Pre-clearance of any Outside Activities and Private Placements.

Only consultants or temporary employees hired for more than one year are required to transfer any brokerage accounts to Morgan Stanley.

VIII. REVIEW, INTERPRETATIONS AND EXCEPTIONS

Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports. Compliance has the authority to make final decisions regarding Code policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved. Compliance will grant exceptions only in rare and unusual circumstances, such as financial hardship. You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction.

IX. ENFORCEMENT AND SANCTIONS

Violations of this Code may be reported to the Chief Compliance Officer and on a quarterly basis to senior management and the applicable funds' board of directors. MSIM may issue letters of warning or impose sanctions as appropriate, including notifying the Covered Person's manager, issuing a reprimand (orally or in writing), monetary fine, demotion, suspension or termination of employment. The following is a schedule of sanctions that may be imposed for failure to abide by the requirements of the Code. VIOLATIONS ARE CONSIDERED ON A CUMULATIVE BASIS.

These sanctions are intended to be guidelines only. Compliance, in its discretion, may recommend alternative actions, including imposition of more severe sanctions, if deemed warranted by the facts and circumstances of each situation. Senior

management at MSIM, including the Chief Compliance Officer, are authorized to determine the choice of actions to be taken in specific cases.

Sanctions may vary based on regulatory concerns in your jurisdiction.

                VIOLATION                                 SANCTION
                ---------                  -------------------------------------
FAILING TO COMPLETE DOCUMENTATION OR       1st Offense   Letter of Warning
MEET REPORTING REQUIREMENTS (I.E. ANNUAL
CERTIFICATION OR CODE OF ETHICS            2nd Offense   Violation Letter PLUS
ACKNOWLEDGEMENT; PROVISION OF STATEMENTS                 $200 Fine
AND CONFIRMS) IN A TIMELY MANNER
                                           3rd Offense   Violation Letter and
                                                         $300 Fine PLUS 3-month
                                                         trading ban

FAILING TO OBTAIN AUTHORIZATION FOR A      1st Offense   Letter of Warning;
TRADE OR TRADING ON DAY AFTER                            possible reversal of
PRE-CLEARANCE IS GRANTED FOR A PERSONAL                  trade with anyprofits
SECURITIES TRANSACTION                                   donated to charity

                                           2nd Offense   Violation Letter;
                                                         possible reversal of
                                                         trade with any profits
                                                         donated to charity PLUS
                                                         a fine representing 5%
                                                         of net trade amount
                                                         donated to charity

                                           3rd Offense   Violation Letter;
                                                         possible reversal of
                                                         trade with any profits
                                                         donated to charity and
                                                         a fine representing 5%
                                                         of net trade amount
                                                         donated to charity
                                                         PLUS a 3-month trading
                                                         ban

TRADING WITHIN 30 DAY HOLDING PERIOD (6    1st Offense   Letter of Warning;
MONTHS FOR MSAITM) OR TRADING MS STOCK                   mandatory reversal of
OUTSIDE DESIGNATED WINDOW PERIODS                        trade with any profits
                                                         donated to charity

                                           2nd Offense   Violation Letter;
                                                         mandatory reversal of
                                                         trade with any profits
                                                         donated to charity PLUS
                                                         a fine representing 5%
                                                         of net trade amount
                                                         donated to charity

                                           3rd Offense   Violation Letter;
                                                         mandatory reversal of
                                                         trade with any profits
                                                         donated to charity and
                                                         a fine representing 5%
                                                         of net trade amount
                                                         donated to charity,
                                                         PLUS a 3-month trading
                                                         ban.

                VIOLATION                                 SANCTION
                ---------                  -------------------------------------
FAILING TO GET OUTSIDE BROKERAGE ACCOUNT   1st Offense   Letter of Warning;
APPROVED                                                 account moved to a MS
                                                         Broker immediately

                                           2nd Offense   Violation Letter;
                                                         account moved to a MS
                                                         Broker immediately,
                                                         PLUS $200 fine

                                           3rd Offense   Violation Letter;
                                                         account moved to a MS
                                                         Broker immediately,
                                                         PLUS $300 fine

FAILING TO GET AN OUTSIDE ACTIVITY OR      1st Offense   Letter of Warning;
PRIVATE PLACEMENT PRE-APPROVED)                          possible termination of
                                                         OBI

                                           2nd Offense   Violation Letter;
                                                         possible termination of
                                                         OBI PLUS $200 fine

                                           3rd Offense   Violation Letter;
                                                         termination of OBI PLUS
                                                         $300 fine

TRADING IN SEVEN DAY BLACKOUT PERIOD OR    1st Offense   Letter of Warning;
PURCHASING AN IPO                                        reversal of  trade with
                                                         any profits donated to
                                                         charity

                                           2nd Offense   Violation Letter,
                                                         reversal of trade with
                                                         any profits donated to
                                                         charity, PLUS a fine
                                                         representing 5% of net
                                                         trade amount donated to
                                                         charity and a ban from
                                                         trading for three months

                                           3rd Offense   Violation Letter,
                                                         reversal of trade with
                                                         any profits donated to
                                                         charity, a fine
                                                         representing 5% of net
                                                         trade amount donated to
                                                         charity and a ban from
                                                         trading for SIX months

FRONT RUNNING (TRADING AHEAD OF A          Each case to be considered on its
CLIENT)                                    merits. Possible termination and
                                           reporting to regulatory authorities.

INSIDER TRADING (TRADING ON MATERIAL       Each case to be considered on its
NON-PUBLIC INFORMATION)                    merits. Possible termination and
                                           reporting to regulatory authorities.

SCHEDULE A

SECURITIES TRANSACTION MATRIX

                                            Pre-Clearance    Reporting    Holding
            TYPE OF SECURITY                   Required      Required    Required
            ----------------                -------------   ----------   --------
           COVERED SECURITIES
Pooled Investment Vehicles:
Closed-End Funds                                 Yes            Yes         Yes
Open-End Mutual Funds advised by MSIM             No            Yes         Yes
Open-End Mutual Funds sub-advised by MSIM         No            Yes          No
Unit Investment Trusts                            No            Yes          No
Exchange Traded Funds (ETFs)                     Yes            Yes         Yes
Equities:
MS Stock(7)                                       No            Yes         Yes
Common Stocks                                    Yes            Yes         Yes
Listed depository receipts e.g. ADRs,
   ADSs, GDRs                                    Yes            Yes         Yes
DRIPs(8)                                         Yes            Yes         Yes
Stock Splits                                      No            Yes         Yes
Rights                                           Yes            Yes         Yes
Stock Dividend                                    No            Yes         Yes
Warrants (Exercised)                             Yes            Yes         Yes
Preferred Stock                                  Yes            Yes         Yes
Initial Public Offerings (equity IPOs)                      PROHIBITED
Hedge Funds                                      Yes            Yes          No
Derivatives
MS (stock options)                               Yes            Yes         Yes
Common Stock Options                             Yes            Yes         Yes
Forward Contracts                                           PROHIBITED
Commodities                                                 PROHIBITED
Currencies                                                  PROHIBITED
OTC warrants or swaps                                       PROHIBITED
Futures                                                     PROHIBITED

(7) Employees may only transact in MS stock during designated window periods.

(8) Automatic purchases for dividend reinvestment plan are not subject to pre-approval requirements.

Fixed Income Instruments:
Fannie Mae                                       Yes            Yes         Yes
Freddie Mac                                      Yes            Yes         Yes
Corporate Bonds                                  Yes            Yes         Yes
Convertible Bonds (converted)                    Yes            Yes         Yes
Municipal Bonds                                  Yes            Yes         Yes
New Issues (fixed income)                        Yes            Yes         Yes
Private Placements (e.g. limited
   partnerships)                                 Yes            Yes         N/A
Outside Activities                               Yes            Yes         N/A
Investment Clubs                                            PROHIBITED
            EXEMPT SECURITIES
Mutual Funds (open-end) not advised or
   sub-advised by MSIM                            No            No           No
US Treasury(9)                                    No            No           No
CDs                                               No            No           No
Money Markets                                     No            No           No
GNMA                                              No            No           No
Commercial Paper                                  No            No           No
Bankers' Acceptances                              No            No           No
Investment Grade Short-Term Debt
   Instruments(10)                                No            No           No

(9) For international offices, the equivalent shares in fixed income securities issued by the government of their respective jurisdiction (i.e. international government debt).

(10) For these purposes, repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated as investment grade by a nationally recognized statistical rating organization.

SCHEDULE B

MSIM AFFILIATES

Registered Investment Advisers

Morgan Stanley Investment Advisors Inc.
Morgan Stanley Investment Management Inc. Morgan Stanley AIP GP LP
Morgan Stanley Alternative Investment Partners LP Private Investment Partners, Inc.
Van Kampen Asset Management
Van Kampen Advisors Inc.

Morgan Stanley Investment Management Limited (London) Morgan Stanley Investment Management Company (Singapore) Morgan Stanley Asset & Investment Trust Management Co., Limited (Tokyo) Morgan Stanley Investment Management Private Limited (Mumbai)* Morgan Stanley Investment Management Proprietary (Pty) Limited (Australia)*

Broker-Dealers

Morgan Stanley Distributors Inc.
Morgan Stanley Distribution Inc.

Transfer Agent

Morgan Stanley Services Company Inc.
Morgan Stanley Trust Co.
Van Kampen Investments, Inc.
Van Kampen Funds Inc.
Van Kampen Investor Services Inc.

* Not registered with the Securities and Exchange Commission.

SCHEDULE C

CODE OF ETHICS FORMS

Procedures and Forms in non-U.S. offices may vary

Account Opening Forms

Morgan Stanley Discretionary Managed Account

Non-Morgan Stanley Discretionary Managed Account (OBI)

Dividend Reinvestment Plan (DRIPs)

- As per the Code of Ethics, you must pre-clear the initial purchase in a DRIP Plan (TPC)

Transaction Pre-Clearance

Trade Pre-Clearance System (TPC)

Personal Securities Transaction Form for non-US regions (Please contact your local Compliance group)

Outside Business Interest System (Outside Activities and Private Placements)(OBI) Political Contributions (PCT)

Reporting Forms

Initial Holdings Report

Quarterly Transactions Report (QTR Form)

Annual Holdings Report and Certification of Compliance (Please contact your local Compliance group)

Code of Ethics Certifications

Initial Certification (Please contact your local Compliance group)

Certification of Amended Code (Please contact your local Compliance group)

Annual Certification (Please contact your local Compliance group)

Regional Information

MSIM India Employee Trading Policy

(MFS(SM) LOGO)

INVESTMENT MANAGEMENT(R)

MFS Investment Management Code of Ethics

OWNER(S):                               EFFECTIVE DATE: January 1, 2009
Chief Compliance Officer
Conflicts Officer

                                        REPLACES POLICY VERSION DATED:
                                        February 25, 2008

CONTACT PERSONS:                        POLICY COMMITTEE APPROVAL:
codeofethics@mfs.com                    November 6, 2008
Yasmin Motivala, ext. 55080
Beth Lynch, ext. 56851
Molly Higgins, ext. 56295

APPLICABILITY:
All employees of MFS and its
subsidiaries

At the direction of the MFS Code of Ethics Oversight Committee (the "Committee"), the above listed personnel and the MFS Investment Management Compliance Department in general, are responsible for implementing, monitoring, amending and interpreting this Code of Ethics.

Table of Contents

Overview and Scope .................................................           4
   Statement of General Fiduciary Principles .......................           6
   Definitions .....................................................           8
 Procedural Requirements of the Code Applicable to MFS Employees ...          11
Use of Preferred Brokers ...........................................          12
Reportable Funds Transactions and Holdings .........................          12
Disclosure of Employee Related Accounts and Holdings ...............          13
Transactions Reporting Requirements ................................          13
Discretionary Authorization ........................................          14
Excessive Trading ..................................................          14
Use of MFS Proprietary Information .................................          15
Futures and Related Options on Covered Securities ..................          15
Initial Public Offerings ...........................................          15
Investment Clubs and Investment Contests ...........................          15
   Trading Provisions, Restrictions and Prohibitions ...............          16
Pre-clearance ......................................................          16
Private Placements .................................................          17
Initial Public Offerings ...........................................          18
Restricted Securities ..............................................          18
Short-Term Trading .................................................          18
Selling Short ......................................................          19
Service as a Director ..............................................          19
   Trading Requirements Applicable to Research Analysts and
      Portfolio Managers ...........................................          20
   Administration and Enforcement of the Code of Ethics.............          22
Beneficial Ownership and Control ...................................   Exhibit A
Reporting Obligations ..............................................   Exhibit B
Specific Country Requirements ......................................   Exhibit C
Access Categorization of MFS Business Units ........................   Exhibit D
Security Types and Pre-Clearance and Reporting Requirements ........   Exhibit E

Private Placement Approval Request..................................   Exhibit F
Initial Public Offering Approval Request............................   Exhibit G

The following related policies can be viewed by clicking on the links. They are also available on the Compliance Department's intranet site unless otherwise noted.

Note: The related policies and information are subject to change from time to time.

MFS Inside Information Policy

MFS Inside Information Procedures

MFS Code of Business Conduct

The Code of Ethics for Personal Trading and Conduct for Non-Management Directors

The Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds and Compass Funds

MFS Policy of Handling Complaints

MFS-SLF Ethical Wall Policy

Current list of MFS' direct and indirect subsidiaries (located on the Legal Department intranet site)

Current list of funds for which MFS acts as adviser, sub-adviser or principal underwriter ("Reportable Funds")

OVERVIEW AND SCOPE

MFS' Code of Ethics (the "Code") applies to Massachusetts Financial Services Company as well as all of its direct and indirect subsidiaries (collectively, the "MFS Companies") and is designed to comply with applicable U.S. federal securities laws. The MFS Compliance Department, under the direction of MFS' Chief Compliance Officer and the Code of Ethics Oversight Committee (the "Committee"), administers this policy.

The provisions of this Code apply to MFS "Employees" wherever located and other persons as designated by the Committee, as detailed on page 9 in Part II of the Definitions section of the Code. In certain non-U.S. countries, local laws or customs may impose requirements in addition to the Code. MFS Employees residing in a country identified in Exhibit C are subject to the applicable requirements set forth in Exhibit C, as updated from time to time. The Code complements MFS' Code of Business Conduct (see the Table of Contents for a link to this policy and other related policies and documents). As an Employee of MFS, you must follow MFS' Code of Business Conduct, and any other firm-wide or department specific policies and procedures.

This Code does not apply to directors of MFS who are not also MFS Employees ("MFS Non-Management Directors") or Trustees/Managers of MFS' sponsored SEC registered funds who are not also Employees of MFS ("Fund Non-Management Trustees"). MFS Non-Management Directors and Fund Non-Management Trustees are subject to the Code of Ethics for Personal Trading and Conduct for Non-Management Directors and the Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds and Compass Funds, respectively (see the Table of Contents for links to these policies). MFS Employees must be familiar, and to the extent possible, comply with the Role Limitations and Information Barrier Procedures of these separate codes of ethics. In addition, MFS Employees must understand and comply with the MFS-SLF Ethical Wall Policy (see the Table of Contents for a link to this policy).

The Code is structured as follows:

- Section I identifies the general purpose of the policy.

- Section II defines Employee classifications, Employee Related Accounts, Covered Securities and other defined terms used in the Code.

- Section III details the procedural requirements of the Code which are applicable to MFS Employees.

- Section IV identifies the trading provisions and restrictions of the Code which are applicable to Access Persons and Investment Personnel (as defined in Section II).

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- Section V details specific trading prohibitions applicable to Portfolio Managers and Research Analysts (as defined in Section II).

- Section VI outlines the administration of the Code, including the imposition and administration of sanctions.

- Exhibit A provides additional guidance and examples of beneficial ownership and control.

- Exhibit B details the specific reporting obligations for Employees.

page 5

I. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES

As registered investment advisers, MFS and MFSI owe a fiduciary duty to their advisory clients. MFS Heritage Trust Company ("MHTC") personnel providing investment advice to the Collective Investment Trusts ("CITs") owe a fiduciary obligation to the CITs. MFS has elected to extend that duty to MFS Employees who are not employed by MFS, MFSI or MHTC. Therefore, MFS Employees have an obligation to conduct themselves in accordance with the following principles:

- You have a fiduciary duty at all times to avoid placing your personal interests ahead of the interests of MFS' Clients;

- You have a duty to attempt to avoid actual and potential conflicts of interests between personal activities and MFS' Clients' activities; and

- You must not take advantage of your position at MFS to misappropriate investment opportunities from MFS' Clients.

As such, your personal financial transactions and related activities, along with those of your family members (and others in a similar relationship to you) must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest(s) with MFS' Clients or abuse of your position of trust and responsibility.

MFS considers personal trading to be a privilege, not a right. When making personal investment decisions, you must exercise extreme care to ensure that the prohibitions of this Code are not violated. Furthermore, you should conduct your personal investing in such a manner that will eliminate the possibility that your time and attention are devoted to your personal investments at the expense of time and attention that should be devoted to your duties at MFS.

In connection with general conduct and personal trading activities, Employees (as defined on page 9 in Section II of the Code) must refrain from any acts with respect to MFS' Clients, which would be in conflict with MFS' Clients or cause a violation of applicable securities laws, such as:

- Employing any device, scheme or artifice to defraud;

- Making any untrue statement of a material fact to a client, or omitting to state a material fact to a client necessary in order to make the statement not misleading;

- Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit; or

- Engaging in any manipulative practice.

It is not possible for this policy to address every situation involving MFS Employees' personal trading. The Committee is charged with oversight and interpretation of the Code in a manner considered fair and equitable, in all

page 6

cases with the view of placing MFS' Clients' interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of the Code will not automatically insulate you from scrutiny of, or sanctions for, securities transactions which abuse your fiduciary duty to any MFS Client.

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II. DEFINITIONS

The definitions are designed to help you understand the application of the Code to MFS Employees, and in particular, your situation. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. Please contact the Compliance Department if you have any questions. Please refer back to these definitions as you read the Code.

A. Categories of Personnel

1. Investment Personnel means and includes:

a) Employees in the Equity and Fixed Income Departments, including portfolio managers, research analysts, traders, support staff, etc.; and

b) Other persons designated as Investment Personnel by MFS' Chief Compliance Officer ("CCO"), MFS' Conflicts Officer ("Conflicts Officer") or their designee(s), or the Code of Ethics Oversight Committee ("Committee").

2. Portfolio Managers are Employees who are primarily responsible for the day-to-day management of a portfolio or discrete portion of any portfolio. Research Analysts (defined below) are deemed to be Portfolio Managers with respect to any portfolio or discrete portion of any portfolio managed collectively by a committee of Research Analysts (e.g., MFS Research Fund).

3. Research Analysts are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any portfolio or discrete portion of any portfolio.

4. Access Persons are those Employees, who, (i) in the ordinary course of their regular duties, make, participate in or obtain information regarding the purchase or sale of securities by any MFS Client; (ii) have access to nonpublic information regarding any MFS Client's purchase or sale of securities; (iii) have access to nonpublic information regarding the portfolio holdings of any MFS Client; (iv) have involvement in making securities recommendations to any MFS Client or have access to such recommendations that are nonpublic; or (v) have otherwise been designated as Access Persons by MFS' CCO, MFS' Conflicts Officer or their designee(s), or the Committee. All Investment Personnel (including Portfolio Managers and Research Analysts) are also Access Persons. Please see Exhibit D for the Access Person designations of MFS' Employees.

5. Non-Access Persons are MFS Employees who are not categorized as Access Persons or Investment Personnel.

page 8

6. MFS Employees, or Employee, are all officers, directors (who are also MFS Employees) and employees of the MFS Companies, and such other persons as designated by the Committee.

7. FINRA Affiliated Person is an Employee who is also associated with a FINRA-member firm, or licensed by the FINRA.

8. Covered Person means a person subject to the provisions of this Code. This includes MFS Employees and their related persons, such as spouses and minor children, as well as other persons designated by the CCO or Conflicts Officer, or their designee(s), or the Committee (who, as the case may be, shall be treated as MFS Employees, Access Persons, Non-Access Persons, Portfolio Managers or Research Analysts, as designated by the CCO or Conflicts Officer, or their designees(s), or the Committee). Such persons may include fund officers, consultants, contractors and employees of Sun Life Financial Inc. providing services to MFS.

B. Accounts are all brokerage accounts (excluding 529 Plans) and Reportable Fund accounts.

C. Employee Related Account of any person covered under this Code includes but is not limited to:

1. The Employee's own Accounts and Accounts "beneficially owned" by the Employee as described below;

2. The Employee's spouse/domestic partner's Accounts and the Accounts of minor children and other relatives living in the Employee's household;

3. Accounts in which the Employee, his/her spouse/domestic partner, minor children or other relatives living in their household have a beneficial interest (i.e., share in the profits even if there is no influence on voting or disposition of the shares); and

4. Accounts (including corporate Accounts and trust Accounts) over which the Employee or his/her spouse/domestic partner or other relatives in the Employee's household exercises investment discretion or direct or indirect influence or control. For purposes of this definition "direct or indirect influence or control" includes the ability of the Employee to enter into and terminate an investment management agreement.(1)

(1) Employees with Employee Related Accounts that are newly subject to the reporting requirements in Sections III-F and III-G of the Code as a result of the changes made to this definition will be required to make their initial reports for the calendar quarter ending March 31, 2009.

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See Exhibit A for a more detailed discussion of beneficial ownership and control. For additional guidance in determining beneficial ownership and control, contact the Compliance Department.

ANY PERSON SUBJECT TO THIS CODE IS RESPONSIBLE FOR COMPLIANCE WITH THESE
RULES WITH RESPECT TO ANY EMPLOYEE RELATED ACCOUNT, AS APPLICABLE.

D. Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. This includes a dividend reinvestment plan and payroll and MFS contributions to the MFS retirement plans.

E. CCO means MFS' Chief Compliance Officer.

F. Committee means the Code of Ethics Oversight Committee.

G. Conflicts Officer means MFS' Conflicts Officer.

H. Covered Securities are generally all securities. See Exhibit E for application of the Code to the various security types and for a list of securities which are not Covered Securities.

I. IPO means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or (if necessary) a foreign financial regulatory authority.

J. MFS Client includes any advisory client of the MFS Companies.

K. Private Placement means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions (if you are unsure whether the securities are issued in a private placement, you must consult with the Compliance Department).

L. Portfolio means any fund or account or any discrete portion of a fund or account of a MFS Client.

M. Reportable Fund means any fund for which a MFS Company acts as investment adviser, sub-adviser or principal underwriter. Such funds include MFS' retail funds, MFS Variable Insurance Trust, MFS Variable Insurance Trust II, MFS Institutional Trust, and funds for which MFS serves as sub-adviser, as well as MFS offshore funds (e.g., MFS Meridian Funds). See the Table of Contents for a link to the list of Reportable Funds.

page 10

III. PROCEDURAL REQUIREMENTS OF THE CODE APPLICABLE TO MFS EMPLOYEES (NON-ACCESS PERSONS, ACCESS PERSONS AND INVESTMENT PERSONNEL)

A. Compliance with Applicable Federal Securities Laws.

The MFS Companies are subject to extensive regulation. As an MFS Employee, you must comply not only with all applicable federal securities laws but all applicable firm-wide policies and procedures, including this Code, which may be, on occasion, more restrictive than applicable federal securities laws. MFS Employees resident outside the U.S. must also comply with local securities laws (see Exhibit C for specific country requirements). In addition, MFS Employees must be sensitive to the need to recognize any conflict, or the appearance of a conflict, of interest between personal activities and activities conducted for the benefit of MFS clients, whether or not covered by the provisions of this policy.

B. Reporting Violations.

MFS Employees are required to report any violation, whether their own or another individual's, of the Code, Inside Information Policy and related procedures, Code of Business Conduct or MFS' Business Gift and Entertainment Policy, and any amendments thereto (collectively, the "Conduct Policies"). Reports of violations other than your own may be made anonymously and confidentially to the MFS Corporate Ombudsman, as provided for in the MFS Policy of Handling Complaints (see the Table of Contents for a link to this policy). Alternatively, you may contact the CCO or the Conflicts Officer or their designee(s).

C. Certification of Receipt and Compliance.

1. Initial Certification (New Employee)

Each new MFS Employee will be given copies of the Conduct Policies. Within 10 calendar days of commencement of employment, each new Employee must certify that they have read and understand the provisions of the Conduct Policies. This certification must be completed using the Code of Ethics system at https://mfs.ptaconnect.com. The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using paper forms.

2. Quarterly Certification of Compliance.

On a quarterly basis, Employees will be expected to certify that they: (i) have received copies of the then current Conduct Policies; (ii) have read and understand the Conduct Policies and recognize that they are subject to their requirements; and (iii) have complied with all

page 11

applicable requirements of the Conduct Policies. This certification shall apply to all Employee Related Accounts, and must be completed using the Code of Ethics system at https://mfs.ptaconnect.com. The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

D. Use of Preferred Brokers

Employees located in the U.S. are required to maintain Employee Related Accounts at, and execute all transactions in Covered Securities through, one or more broker-dealers as determined by the Committee. (A list of preferred brokers is located on https://mfs.ptaconnect.com). New Employees should initiate a transfer of Employee Related Accounts to one or more of the preferred brokers within 45 days of their hire date. Upon opening such an Account, Employees are required to disclose the Account to the Compliance Department. MFS Employees must also agree to allow the broker-dealer to provide the Compliance Department with electronic reports of Employee Related Accounts and transactions executed therein and to allow the Compliance Department to access all Account information.

Employees located in the U.S. are required to receive approval from the Committee to maintain an Employee Related Account with broker-dealers other than those on the preferred list. Permission to open or maintain an Employee Related Account with a broker-dealer other than those on the list of approved brokers will not be granted or may be revoked if, among other things, transactions are not reported as described below in Transactions Reporting Requirements,
Section III. G. The Committee may grant or withhold approval to Employees to open or maintain an Employee Related Account with broker-dealers other than those on the preferred list in its sole discretion. Employees should not have any expectation that the Committee will grant approval to open or maintain an Employee Related Account with any broker-dealer other than one on the preferred list.

E. Reportable Funds Transactions and Holdings

Employees are required to purchase and maintain investments in Reportable Funds sponsored by MFS through MFS, or another entity designated by MFS for Reportable Funds not available for sale in the U.S. Transactions and holdings in sub-advised Reportable Funds or Reportable Funds not available for sale in the U.S. must be reported as described below in Sections III-F and III-G. (See the Table of Contents for a link to the list of products sub-advised by MFS.)

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In addition, MFS Employees are subject to the same policies against excessive trading that apply for all shareholders in Reportable Funds. These policies, which are described in the Reportable Funds' prospectuses, are subject to change.

F. Disclosure of Employee Related Accounts and Holdings (for details on the specific reporting obligations, see Exhibit B)

1. Initial Report

Each new Employee must disclose to the Compliance Department all Employee Related Accounts and all holdings in Covered Securities whether or not held in an Employee Related account within 10 calendar days of their hire. This report must be made using the Code of Ethics system at https://mfs.ptaconnect.com. The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted. Also, any Employee Related Accounts newly associated with an Employee, through marriage or any other life event, must be disclosed promptly, typically within 10 days of the event.

2. Annual Update

On an annual basis, Employees will be required to make an annual update of their Employee Related Accounts and all holdings in Covered Securities, whether or not held in an Employee Related Account. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted. The Committee may, at its discretion, determine that reporting requirements contained in this section do not apply to holdings in Accounts where investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to enter into and terminate an investment management agreement.

G. Transactions Reporting Requirements

Each Employee must either report and/or verify all transactions in Covered Securities. Reports must show any purchases or sales for all Covered Securities whether or not executed in an Employee Related Account. Reports must show any purchases or sales for all Covered Securities. Employees must submit a quarterly report within 30 days of calendar quarter end even if they had no transactions in Covered Securities within the quarter. Reports must be submitted using the Code of Ethics system at https://mfs.ptaconnect.com. The Committee may, at

page 13

its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. For purposes of this report, transactions in Covered Securities that are effected in Automatic Investment Plans need not be reported. The Committee may, at its discretion, determine that reporting requirements contained in this section do not apply to transactions in Accounts where investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to enter into and terminate an investment management agreement.

H. Employees on Leave

Active Employees who are on leave from MFS are still MFS Employees and as such are subject to the Code as well as to MFS' other Conduct Policies. Active Employees on leave must continue to report holdings and transactions while on leave consistent with the requirements of
Section III. Active Employees on leave will be required to preclear trades if such employees are Access Persons or Investment Personnel and to certify to their compliance for the period of their leave, including verification of transactions and holdings reports, upon their return to work. Inactive Employees who are no longer Access Persons under the Code will not be subject to the Code for the duration of such period of inactivity.

I. Discretionary Authorization

Generally, Employees are prohibited from exercising discretion over Accounts in which they have no beneficial interest. Under limited circumstances, and only with prior written approval from the Compliance Department, an Employee may be permitted to exercise such discretion. In addition, Employees must receive prior written approval from the Compliance Department before: (i) assuming power of attorney related to financial or investment matters for any person or entity; or (ii) accepting a position on an investment committee for any entity. Further, Employees must notify the Compliance Department upon becoming an executor or trustee of an estate.

J. Excessive Trading

Excessive or inappropriate trading that interferes with job performance or compromises the duty that MFS owes to MFS Clients will not be permitted. An unusually high level of personal trading is strongly discouraged and may be monitored by the Compliance Department and reported to senior management for review. A pattern of excessive trading may lead to disciplinary action under the Code.

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K. Use of MFS Proprietary Information

MFS' investment recommendations and other proprietary information are for the exclusive use of MFS Clients. Employees should not use MFS' proprietary information for personal benefit. Any pattern of personal trading suggesting use of MFS' proprietary information will be investigated by the Compliance Department. Any misuse or distribution in contravention of MFS policies of MFS' investment recommendations is prohibited.

L. Futures and Related Options on Covered Securities

Employees are prohibited from using futures or related options on a Covered Security to evade the restrictions of this Code. Employees may not use futures or related options transactions with respect to a Covered Security if the Code would prohibit taking the same position directly in the Covered Security.

M. Initial Public Offerings

Employees who are also FINRA Affiliated Persons are prohibited from purchasing equity securities in an IPO.

N. Investment Clubs and Investment Contests

MFS generally prohibits Employees from direct or indirect participation in an investment club, or investment contest. These prohibitions extend to the direct or indirect acceptance of payment or offers of payments of compensation, gifts, prizes or winnings as a result of participation in such activities. Employees should understand that this prohibition applies with equal force to an investment contest in which contest winners do not win a prize with any monetary value.

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IV. TRADING PROVISIONS, RESTRICTIONS AND PROHIBITIONS APPLICABLE TO ALL ACCESS PERSONS AND INVESTMENT PERSONNEL (COLLECTIVELY, "ACCESS PERSONS" UNLESS OTHERWISE NOTED)

A. Pre-clearance

Access Persons must pre-clear before effecting a personal transaction in any Covered Security, except for Reportable Funds. Note: All closed-end funds, including closed-end funds managed by MFS, must be pre-cleared.

Generally, a pre-clearance request will not be approved if it would appear that the trade could have a material influence on the market for that security or would take advantage of, or hinder, trading by any MFS Client within a reasonable number of days. Additionally, any pre-clearance request may be evaluated to determine compliance with other provisions of the Code relevant to the trade or as market or other conditions warrant.

To avoid inadvertent violations, good-till-cancelled orders are not permitted.

Pre-clearance requests will generally be limited to US trading hours with the exception of international employees where pre-clearance is permitted during a specific time-frame as determined by the Code of Ethics Oversight Committee.

- Information regarding current pre-clearance hours is available on the Code of Ethics system at https://mfs.ptaconnect.com .

Pre-clearance approval is good for the same business day authorization is granted, with the exception of employees in Japan, Hong Kong, Taiwan, Singapore, or Australia.

- In order to pre-clear, an Access Person must enter his/her trade request into the Code of Ethics system ( https://mfs.ptaconnect.com ) on the day they intend to trade.

By seeking pre-clearance, Access Persons will be deemed to be advising the Compliance Department that they (i) do not possess any material, nonpublic information relating to the security or issuer of the security; (ii) are not using knowledge of any proposed trade or investment program relating to any MFS Client portfolio for personal benefit; (iii) believe the proposed trade is available to any similarly situated market participant on the same terms; and (iv) will provide any relevant information requested by the Compliance Department.

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Pre-clearance may be denied for any reason. An Access Person is not entitled to receive any explanation if their pre-clearance request is denied.

Pre-clearance is NOT required for the below list of transactions. Please see Exhibit E for whether these transactions need to be reported:

- Purchases or sales that are not voluntary, which include but are not limited to: tender offers, transactions executed by a broker to cover a negative cash balance in an account, broker disposition of fractional shares, and debt maturities. Transactions executed as a result of a margin call or forced cover of a short position do not fall under this exception and must be pre-cleared;

- Purchases or sales which are part of an Automatic Investment Plan that has been disclosed to the Compliance Department in advance;

- Transactions in securities not covered by this Code, or other security types for which pre-clearance is not required (see Exhibit E); and

- Subject to prior approval from the Committee, trades in an account where investment discretion is maintained by or delegated to an independent third party.

B. Private Placements

Access Persons must obtain prior approval from the Compliance Department before participating in a Private Placement. The Compliance Department will consult with the Committee and other appropriate parties in evaluating the request. To request prior approval, Access Persons must provide the Compliance Department with a completed Private Placement Approval Request (see Exhibit F). Access Persons are prohibited from participating in "Private Investments in Public Equity Securities" transactions (commonly referred to as "PIPES" offerings).

If the request is approved, the Access Person must report the trade on the Quarterly Transaction Report and report the holding on the Annual Holdings Report (see Section III. F. and Section III. G.).

If the Access Person is also a Portfolio Manager and has a material role in the subsequent consideration of securities of the issuer (or one that is affiliated) by any MFS Client portfolio after being permitted to make a Private Placement, the following steps must be taken:

1. The Portfolio Manager must disclose the Private Placement interest to a member of MFS' Investment Management Committee.

page 17

2. An independent review by the Compliance Department in conjunction with other appropriate parties must be obtained for any subsequent decision to buy any securities of the issuer (or one that is affiliated) for the Portfolio Manager's assigned client portfolio(s) before buying for the portfolio(s). The review must be performed by the Compliance Department in consultation with other appropriate parties.

C. Initial Public Offerings

Access Persons are generally prohibited from purchasing securities in either an IPO or a secondary offering. Under limited circumstances and only with prior approval from the Compliance Department, in consultation with the Committee and/or other appropriate parties, certain Access Persons may purchase equity securities in an IPO or a secondary offering, provided the Compliance Department and/or other appropriate parties determines such purchase does not create a reasonable prospect of a conflict of interest with any Portfolio. To request permission to purchase equity securities in an IPO or a secondary equity offering, the Access Person must provide the Compliance Department with a completed request form (see Exhibit G). To request permission to purchase new issues of fixed income securities, the Access Person must pre-clear the security using the Code of Ethics system at https://mfs.ptaconnect.com .

D. Restricted Securities.

Access Persons may not trade for their Employee Related Accounts securities of any issuer that may be on any complex-wide restriction list maintained by the Compliance Department.

E. Short-Term Trading

All Access Persons are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent Covered Security within 60 calendar days. Profits from such trades must be disgorged (surrendered) in a manner acceptable to MFS. Any disgorgement amount shall be calculated by the Compliance Department, the calculation of which shall be binding. This provision does NOT apply to:

- Transactions in Covered Securities that are exempt from the pre-clearance requirements described above (see Exhibit E);

- Transactions in Covered Securities executed in an Employee Related Account where investment discretion is maintained by or delegated to

page 18

an independent third party, and the Committee has exempted the Account from preclearance requirements in Section IV-A; or

- Transactions effected through an Automatic Investment Plan.

F. Selling Short

Access Persons must not sell securities short. This prohibition includes option transactions designed to achieve the same result, such as writing naked calls or buying puts.

G. Service as a Director

Access Persons must obtain prior approval from the Compliance Department to serve on a board of directors or trustees of a publicly traded company or a privately held company that is reasonably likely to become publicly traded within one year from the date the Access Person joined the board. In the event an Access Person learns that a privately held company for which the Access Person serves as a director or trustee plans to make a public offering, the Access Person must promptly notify the Compliance Department. Access Persons serving as directors or trustees of publicly traded companies may be isolated from other MFS Employees through "information barriers" or other appropriate procedures.

Access Persons who would like to serve on a board of directors or trustees of a non-profit organization or a privately held company that is not reasonably likely to become publicly traded within one year from the date the Access Person joined the board should refer to the Code of Business Conduct prior to participating in the outside activity.

page 19

V. TRADING REQUIREMENTS APPLICABLE TO RESEARCH ANALYSTS AND PORTFOLIO MANAGERS

A. Portfolio Managers Trading in Reportable Funds

No Portfolio Manager shall buy and sell (or sell and buy) shares within 14 calendar days for his or her Employee Related Accounts of any Reportable Fund with respect to which he or she serves as a Portfolio Manager. This provision does not apply to transactions effected through an Automatic Investment Plan.

B. Portfolio Managers Trading Individual Securities

Portfolio Managers are prohibited from trading a security for their Employee Related Accounts (a) for seven calendar days after a transaction in the same or equivalent security in a Portfolio for which he or she serves as Portfolio Manager and (b) for seven calendar days before a transaction in the same or similar security in a Portfolio for which he or she serves as Portfolio Manager if the Portfolio Manager had reason to believe that such Portfolio was reasonably likely to trade the same or similar security within seven calendar days after a transaction in the Portfolio Manager's Employee Related Accounts. If a Portfolio Manager receives pre-clearance authorization to trade a security in his or her Employee Related Account, and subsequently determines that it is appropriate to trade the same or equivalent security in a Portfolio for which the Employee serves as Portfolio Manager, the Portfolio Manager must contact the Compliance Department prior to executing any trades for his or her Employee Related Account and/or Portfolio.

C. Affirmative Duty to Recommend Suitable Securities

Research Analysts have an affirmative duty to make unbiased and timely recommendations to MFS Clients. A Research Analyst is prohibited from trading a security he or she covers, or is assigned to cover, in an Employee Related Account if he or she has not communicated information material to an investment decision about that security to MFS Clients in a research note. In addition, Research Analysts are prohibited from refraining to make timely recommendations of securities in order to avoid actual or potential conflicts of interest with transactions in those securities in Employee Related Accounts. For purposes of this and similar provisions herein, including information in a research note or a revised research note constitutes communication to a client of the MFS Companies.

page 20

VI. ADMINISTRATION AND ENFORCEMENT OF THE CODE OF ETHICS

A. Applicability of the Code of Ethics' Provisions

The Committee, or its designee(s), has the discretion to determine that the provisions of the Code do not apply to a specific transaction or activity. The Committee will review applicable facts and circumstances of such situations, such as specific legal requirements, contractual obligations or financial hardship. Any Employee who would like such consideration must submit a request in writing to the Compliance Department.

B. Review of Reports

The Compliance Department will regularly review and monitor the reports filed by Covered Persons. Employees and their supervisors may or may not be notified of the Compliance Department's review.

C. Violations and Sanctions

Any potential violation of the provisions of the Code or related policies will be investigated by the Compliance Department, or, if necessary, the Committee. If a determination is made that a violation has occurred, a sanction may be imposed. Sanctions may include, but are not limited to one or more of the following: a warning letter, fine, profit surrender, personal trading ban, termination of employment or referral to civil or criminal authorities. Material violations will be reported promptly to the respective boards of trustees/managers of the Reportable Funds or relevant committees of the boards.

D. Appeal of Sanction(s)

Employees deemed to have violated the Code may appeal the determination by providing the Compliance Department with a written explanation within 30 days of being informed of the outcome. If appropriate, the Compliance Department will review the matter with the Committee. The Employee will be advised whether the sanction(s) will be imposed, modified or withdrawn. Such decisions on appeals are binding. The Employee may elect to be represented by counsel of his or her own choosing and expense.

E. Amendments and Committee Procedures

The Committee will adopt procedures that will include periodic review of this Code and all appendices and exhibits to the Code. The Committee may, from time to time, amend the Code and any appendices and

page 21

exhibits to the Code to reflect updated business practice. The Committee shall submit any such amendments to MFS' Internal Compliance Controls Committee. In addition, the Committee shall submit any material amendments to this Code to the respective boards of trustees/managers of the Reportable Funds, or their designees, for approval no later than 6 months after adoption of the material change.

page 22

Exhibit A

BENEFICIAL OWNERSHIP AND CONTROL

MFS' Code of Ethics (the "Code") states that the Code's provisions apply to accounts beneficially owned by the Employee, as well as accounts under direct or indirect influence or control of the Employee. Essentially, a person is considered to be a beneficial owner of accounts or securities when the person has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to:

- Accounts and securities held by immediate family members sharing the same household; and

- Securities held in trust (certain exceptions may apply at the discretion of the Committee).

In addition, the Code may apply to accounts under the direct or indirect influence or control of the Employee even when the Employee is not considered a beneficial owner.

Practical Application

- If an adult child is living with his or her parents: If the child is living in the parents' house, but does not financially support the parent, the parents' accounts and securities are not beneficially owned by the child. If the child works for MFS and does not financially support the parents, accounts and securities owned by the parents are not subject to the Code. If, however, one or both parents work for MFS, and the child is supported by the parent(s), the child's accounts and securities are subject to the Code because the parent(s) is a beneficial owner of the child's accounts and securities.

- Co-habitation (domestic partnership): Accounts where the employee is a joint owner, or listed as a beneficiary, are subject to the Code. If the Employee contributes to the maintenance of the household and the financial support of the partner, the partner's accounts and securities are beneficially owned by the employee and are therefore subject to the Code.

- Co-habitation (roommate): Generally, roommates are presumed to be temporary and have no beneficial interest in one another's accounts and securities.

- UGMA/UTMA accounts: If the Employee, or the Employee's spouse, is the custodian for a minor child, the account is beneficially owned by the Employee. If someone other than the Employee, or the Employee's spouse, is the custodian for the Employee's minor child, the account is not beneficially owned by the Employee. If the Employee, or the Employee's spouse, is the beneficiary of the account and is

A-1

Exhibit A

age of majority (i.e., 18 years or older in Massachusetts) then the account is beneficially owned by the Employee/Spouse.

- Transfer On Death accounts ("TOD accounts"): TOD accounts where the Employee becomes the registrant upon death of the account owner are not beneficially owned by the Employee until the transfer occurs (this particular account registration is not common).

- Trusts:

- If the Employee is the trustee for an account where the beneficiaries are not immediate family members, the position should be reviewed in light of outside business activity (see the Code of Business Conduct) and generally will be subject to case-by-case review for Code applicability.

- If the Employee is a beneficiary and does not share investment control with a trustee, the Employee is not a beneficial owner until the trust is distributed.

- If an Employee is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the Employee.

- If the Employee is a trustee and a beneficiary, the trust is beneficially owned by the Employee.

- If the Employee is a trustee, and a family member is beneficiary, then the account is beneficially owned by the Employee.

- If the Employee is a settlor of a revocable trust, the trust is beneficially owned by the Employee.

- If the Employee's spouse/domestic partner is trustee and beneficiary, a case-by-case review will be performed to determine applicability of the Code.

- College age children: If an Employee has a child in college and still claims the child as a dependent for tax purposes, the Employee is a beneficial owner of the child's accounts and securities.

- Powers of attorney: If an Employee has been granted power of attorney over an account, the Employee is not the beneficial owner of the account until such time as the power of attorney is activated.

- Outside Business Activities (See Code of Business Conduct):

- If the Employee serves in a role that requires that he/she exercise investment discretion with respect to Covered Securities, then the related Account is considered to be under the control or influence of the Employee.

- If the Employee serves in a role that requires/allows that he/she delegate investment discretion to an independent third party, then the activity will be subject to a case by case review for Code applicability.

A-2

Exhibit B

REPORTING OBLIGATIONS

Employees must submit all required reports using the Code of Ethics system at https://mfs.ptaconnect.com. The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. The electronic reports on the Code of Ethics system meet the contents requirements listed below in Sections A.1. and B.1.

A. INITIAL AND ANNUAL HOLDINGS REPORTS

Employees must file initial and annual holdings reports ("Holdings Reports") as follows.

1. CONTENT OF HOLDINGS REPORTS

- The title, number of shares and principal amount of each Covered Security;

- The name of any broker or dealer with whom the Employee maintained an account in which ANY securities were held for the direct or indirect benefit of the Employee; and

- The date the Employee submits the report.

2. TIMING OF HOLDINGS REPORTS

- Initial Report - No later than 10 days after the person becomes an Employee. The information must be current as of a date no more than 45 days prior to the date the person becomes an Employee.

- Annual Report - Annually, and the information must be current as of a date no more than 45 days before the report is submitted.

3. EXCEPTIONS FROM HOLDINGS REPORT REQUIREMENTS

No holdings report is necessary:

- For holdings in securities that are not Covered Securities; or

- With respect to securities held in Accounts for which the Committee has determined that the reporting requirements do not apply, because investment discretion is maintained by or delegated to an independent

B-1

Exhibit B

third party and the Employee has no present authority to enter into and terminate an investment management agreement.

B. QUARTERLY TRANSACTION REPORTS

Employees must file a quarterly transactions report ("Transactions Report") with respect to:

(i) any transaction during the calendar quarter in a Covered Security in which the Employee had any direct or indirect beneficial ownership; and

(ii) any account established by the Employee during the quarter in which ANY securities were held during the quarter for the direct or indirect benefit of the Employee.

Brokerage statements may satisfy the Transactions Report obligation provided that they contain all the information required in the Transactions Report and are submitted within the requisite time period as set forth below.

1. CONTENT OF TRANSACTIONS REPORT

A. FOR TRANSACTIONS IN COVERED SECURITIES

- The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

- The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

- The price of the Covered Security at which the transaction was effected;

- The name of the broker, dealer or bank with or through which the transaction was effected; and

- The date the report was submitted by the Employee.

B. FOR NEWLY ESTABLISHED ACCOUNTS HOLDING ANY SECURITIES

- The name of the broker, dealer or bank with whom the Employee established the account;

B-2

Exhibit B

- The date the account was established; and

- The date the report was submitted by the Employee.

2. TIMING OF TRANSACTIONS REPORT

No later than 30 days after the end of the calendar quarter.

3. EXCEPTIONS FROM TRANSACTIONS REPORT REQUIREMENTS

No Transactions Report is necessary:

- For transactions in securities that are not Covered Securities;

- With respect to transactions effected pursuant to an Automatic Investment Plan; or

- With respect to transactions in Accounts for which the Committee has determined that the reporting requirements do not apply, because investment discretion is maintained by or delegated to an independent third party and the Employee has no present authority to enter into and terminate an investment management agreement.

B-3

Exhibit C

SPECIFIC COUNTRY REQUIREMENTS

(For MFS Employees Located in Offices Outside of the U.S.)

UNITED KINGDOM

The UK Financial Services Authority rules on personal account dealing are contained in Chapter 11 of the FSA Handbook's Conduct of Business Sourcebook ("COBS). Further details of the compliance requirements in relation to COBS are in the MFS International UK Ltd ("MIL UK") Compliance Manual.

As an investment management organization, MIL UK has an obligation to implement and maintain a meaningful policy governing the investment transactions of its employees (including directors and officers). In accordance with COBS 11.7.1R, this policy is intended to minimize conflicts of interest, and the appearance of conflicts of interest, between the employees and clients of MIL UK, as well as to effect compliance with the provisions of part (V) of the Criminal Justice Act 1993, which relates to insider dealing, and part (VIII) of the Financial Services and markets Act 2000, which relates to market abuse and the FSA's Code of Market Conduct. This policy is detailed in the MIL UK Compliance Manual, which should be read in conjunction with this Code.

Under COBS, MIL UK must take reasonable steps to ensure that any investment activities conducted by employees do not conflict with MIL UK's duties to its customers. In ensuring this is and continues to be the case, MIL UK must ensure it has in place processes and procedures which enable it to identify and record any employee transactions and permission to continue with any transaction is only given where the requirements of COBS are met.

In addition, in respect of UK-based employees, spread betting on securities is prohibited.

For specific guidance, please contact Marc Marsdale, Compliance Officer - UK & Europe.

JAPAN

MIMkk, MFS' subsidiary in Japan, and its employees, are under supervision of Japanese FSA and Kantoh Local Financial Bureau as the investment manager registered in Japan. MIMkk and its employees are regulated by the following, from the viewpoint of the Code:

- Financial Instruments Exchange Law, Chapter VI - Regulations for Transactions, etc. of Securities.

- Guideline for Prohibition of Insider Trading by Japan Securities Investment Advisers Association ("JSIAA").

C-1

Exhibit C

For specific guidance, please contact Hirata Yasuyuki, MIMkk's Compliance Officer.

SPAIN

MFS International (UK) Limited, Sucursal en Espana ("MIL Spain"), is the branch in Spain of MFS International (UK) Limited ("MIL UK"), an investment services undertaking domiciled in the United Kingdom. MIL Spain is registered in the Register of Branches of Foreign Investment Services Undertakings at the Spanish Securities Market Commission (Comision Nacional del Mercado de Valores - "CNMV") and is authorised to engage in certain investment activities in Spain. MIL Spain has prepared Internal Conduct Regulations (hereinafter, the "ICR") which, together with the General Code of Conduct annexed to Royal Decree 629/1993, of 3 May, the Ministerial Order of 7 October 1999 implementing the general code of conduct and rules for acting in the management of investment portfolios and the MFS Code of Business Conduct and related policies including the MFS Code of Ethics, constitute the rules of conduct applicable to MIL Spain.

Chapter 6 of the MIL Spain ICR deals generally with personal account dealing for employees of MIL Spain. Chapter 6 incorporates by reference and makes applicable to all MIL Spain employees the MFS Code of Ethics. MIL Spain employees should review the ICR, and for specific guidance should contact Marc Marsdale, Compliance Officer - UK & Europe.

C-2

Exhibit D

ACCESS CATEGORIZATION OF MFS BUSINESS UNITS

Employees assigned to the following business units, departments or roles have been designated as "Access Persons":

- Management Group

- Risk Management

- Fund Treasury

- Global Investment Support

- Global Investment Technology

- Internal Audit

- Email Review

- Legal

- MIL

- Compliance

- MFSI

- Investment Services

- Information Technology

- MFD - Dealer Relations

- MFD - Sales Desks

- MFD Field Force

- MFD - Marketing

- RFP & Proposals Center

- ISG

- PPM

- Employees who are members of the Management Committee, the Operations Committee or the Senior Leadership Team

- Employees who have access to the Investment Research System, the equity trading system or the fixed income trading system.

- Employees who have access to any system containing information related to current portfolio holdings.

D-1

Exhibit E

SECURITY TYPES AND PRE-CLEARANCE AND REPORTING REQUIREMENTS

(This list is not all inclusive and may be updated from time to time. Contact the Compliance Department for additional guidance.)

                                                                        TRANSACTIONS
                                                                        AND HOLDINGS
                                                        PRE-CLEARANCE     REPORTING
                    SECURITY TYPE                         REQUIRED?       REQUIRED?
                    -------------                       -------------   ------------
Open-end investment companies which are not             No              No
Reportable Funds

Non-MFS 529 Plans                                       No              No

Reportable Funds (excluding MFS money market funds)     No              Yes

Closed-end funds (including MFS closed-end funds)       Yes             Yes

Equity securities                                       Yes             Yes

Municipal bond securities                               Yes             Yes

Corporate bond securities                               Yes             Yes

High yield bond securities                              Yes             Yes

U.S. Treasury Securities and other obligations backed   No              No
by the good faith and credit of the U.S. government

Debt obligations that are NOT backed by the good        Yes             Yes
faith and credit of the U.S. government (such as
Fannie Mae bonds)

Foreign government issued securities                    No              Yes

Money market instruments, including commercial paper,   No              No
bankers' acceptances, certificates of deposit and
repurchase agreements, auction-rate preferred and
short-term fixed income securities with a maturity of
less than one year

Private placements (including real estate limited       No*             Yes
partnerships or cooperatives)

E-1

Exhibit E

Variable rate demand obligations and municipal          No              No
floaters

Options on foreign currency traded on a national        No              Yes
securities exchange

Options on foreign currency traded over-the-counter     No              No
or on futures exchanges

Commodities and options and futures on commodities      No              No

Forwards contracts other than forwards on securities    No              No

Unit investment trusts which are exclusively invested   No              No
in one or more open-end funds, none of which are
Reportable Funds

MFS stock and shares of Sun Life of Canada (U.S.)       No              No**
Financial Services Holdings, Inc.

Sun Life Financial Inc.                                 Yes             Yes

Certain exchange traded funds categorized as broad      No              Yes
based by the AMEX, NYSE or NASDAQ. The list is posted
on the PTA site or https://mfs.ptaconnect.com

Options and structured notes on certain security        No              Yes
indexes. The list is posted on the PTA site or
https://mfs.ptaconnect.com

Options and forwards contracts on securities            Yes             Yes

* Note that while transactions in these securities are not required to be pre-cleared using the Code of Ethics Online system, you must obtain prior approval from the Compliance Department before participating in a private placement. See Section IV. B. of the Code.

** The common stock of Massachusetts Financial Services Company (which is not a publicly-traded company) and the common stock of Sun Life of Canada (U.S.) Financial Services Holdings, Inc. (which is also not a publicly-traded company) are considered to be Covered Securities under this Code. Employees need not pre-clear or report such stock on transactions or holdings reports pursuant to SEC No-Action Letter, Investment Company Institute, November 27, 2000.

E-2

Exhibit F

PRIVATE PLACEMENT APPROVAL REQUEST(2)

Please Print

Employee Name: _______________________________

Employee Position: ___________________________

Name of Company: ___________________________________________________________________________

Dollar amount of private placement: ________________________________________________________

Dollar amount of your intended investment: _________________________________________________

Does this company have publicly traded securities?  [ ] Yes   [ ] No

How were you offered the opportunity to invest in this private placement? __________________

____________________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

What is the nature of your relationship with the individual or entity? _____________________

____________________________________________________________________________________________

____________________________________________________________________________________________

____________________________________________________________________________________________

Was the opportunity because of your position with MFS? _____________________________________

Would it appear to the SEC or other parties that you are being offered the opportunity to
participate in an exclusive, very limited offering as a way to curry favor with you or your
colleagues at MFS? _________________________________________________________________________

Are you inclined to invest in the private placement on behalf of the funds/accounts you
manage?

[ ] Yes   [ ] No

Would any other MFS funds/accounts want to invest in this private placement?

[ ] Yes   [ ] No

Date you require an answer: ________________________________________________________________

Attachments: [ ] business summary   [ ] prospectus   [ ] offering memorandum

Compliance Use Only

[ ] Approved   [ ] Denied


----------------------------------------------   -----------------------
Signature                                        Date

----------------------------------------------   -----------------------
Equity Or Fixed Income Signature                 Date

----------
(2)  Access Persons are prohibited from participating in "Private Investments in Public
     Equity Securities" transactions (commonly referred to as "PIPES" offerings).

F-1

Exhibit G

INITIAL PUBLIC OFFERING APPROVAL REQUEST

Please Print.

Employee Name: ________________________   Employee Position: ________________________

MFS Phone Extension: ___________________________

Name of Company: ___________________________________________________________________________

Aggregate Dollar amount of IPO: ________ Dollar amount of your intended investment: ________

Maximum number of shares you intend to purchase? ___________________________________________

Is your spouse an employee of the company?

[ ] Yes   [ ] No

Is your spouse being offered the opportunity to participate in the IPO solely as a result of
his or her employment by the company?

[ ] Yes   [ ] No If no, please explain. [ ] Not Applicable

____________________________________________________________________________________________

____________________________________________________________________________________________

Does the ability to participate in the IPO constitute a material portion of your spouse's
compensation for being employed by the company?

[ ] Yes   [ ] No   [ ] Not Applicable

Could it appear to the SEC or other parties that you (or your spouse) are being offered the
opportunity to participate in the IPO because of your position at MFS or as a way to curry
favor with MFS?

[ ] Yes   [ ] No If yes, please explain:

____________________________________________________________________________________________

____________________________________________________________________________________________

Are the IPO shares being offered to your spouse as part of a separate pool of shares
allocable solely to company employees?

[ ] Yes   [ ] No   [ ] Not Applicable

Are such shares part of a so-called "friends and family" or directed share allocation?

[ ] Yes   [ ] No

If your spouse chooses not to participate in the IPO, will the shares that your spouse
chooses not to purchase be re-allocated to the general public or to other company insiders?

[ ] General Public   [ ] Other Company Insiders   [ ] Not Applicable

If you are a portfolio manager, are the funds/accounts you manage likely to participate in
the IPO?

[ ] Yes   [ ] No

If you are a portfolio manager, are you aware of other funds/account that would be likely to
participate in the IPO?

[ ] Yes   [ ] No

Are there any other relevant facts or issues that MFS should be aware of when considering
your request?

[ ] Yes   [ ] No If yes, please explain:

G-1

Exhibit G

____________________________________________________________________________________________

____________________________________________________________________________________________

Date you require an answer: _________________, ________. (Note: because IPO approval
requests often require additional information and conversations with the company and the
underwriters, MFS needs at least three full business days to consider such requests.)

Name and address of IPO lead underwriter, and contact person (if available):


____________________________________________________________________________________________

Attachments: [ ] offering memorandum   [ ] underwriters' agreement   [ ] other materials
describing eligibility to participate in IPO.

Compliance Use Only

[ ] Approved   [ ] Denied


----------------------------------------------   -----------------------
Signature                                        Date

----------------------------------------------   -----------------------
Equity Or Fixed Income Signature                 Date

G-2

CODE OF ETHICS
of

- J.P. Morgan Alternative Asset Management, Inc.

- JPMorgan Asset Management (UK) Ltd.

- JPMorgan Investment Advisors Inc.

- J.P. Morgan Investment Management Inc.

- Security Capital Research & Management Inc.

- Bear Stearns Asset Management Inc.

(collectively, "JPMAM")

Effective February 1, 2005

(REVISED NOVEMBER 18, 2008)

CODE OF ETHICS
JPMorgan Asset Management

TABLE OF CONTENTS

1.     Introduction and Standards.........................................    1
1.1.   Adoption of the Code of Ethics.....................................    1
1.2.   Standards of Business Conduct......................................    1
1.3.   General Definitions................................................    2
2.     Reporting Requirements.............................................    3
2.1.   Holdings Reports...................................................    3
2.1.1. Content of Holdings Reports........................................    4
2.1.2. Timing of Holdings Reports ........................................    4
2.2.   Transaction Reports................................................    4
2.2.1. Content of Transaction Reports.....................................    4
2.2.2. Timing of Transaction Reports .....................................    4
2.3.   Consolidated Report ...............................................    5
2.4.   Exceptions from Reporting Requirements ............................    5
3.     Pre-approval of Certain Investments ...............................    5
4.     Additional Restrictions and Corrective Action under the
       Personal Trading Policy and related Policies and Procedures........    5
4.1.   Designated Broker Requirement......................................    5
4.2.   Blackout Provisions................................................    5
4.3.   Minimum Investment Holding Period and Market Timing Prohibition....    6
4.4.   Trade Reversals and Disciplinary Action ...........................    6
5.     Books and Records to be Maintained by Investment Advisers..........    6
6.     Confidentiality ...................................................    7
7.     Conflicts of Interest .............................................    7
7.1.   Trading in Securities of Clients ..................................    7
7.2.   Trading in Securities of Suppliers ................................    7
7.3.   Gifts..............................................................    7
7.4.   Entertainment......................................................    8
7.5.   Political and Charitable Contributions ............................    8
7.6.   Outside Business Activities........................................    8
8.     Training...........................................................    9

CODE OF ETHICS
JPMorgan Asset Management

9.     Escalation Guidelines .............................................    9
9.1.   Violation Prior to Material Violation .............................    9
9.2.   Material Violations................................................    9

CODE OF ETHICS
JPMorgan Asset Management

1. INTRODUCTION AND STANDARDS

1.1. ADOPTION OF THE CODE OF ETHICS

This Code of Ethics for JPMAM (the "Code") has been adopted by the registered investment advisers named on the cover hereof in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (the "Advisers Act"). Rule 204A-1 requires, at a minimum, that an adviser's code of ethics set forth standards of conduct, require compliance with federal securities laws and address personal trading by advisory personnel.

While all J.P. Morgan Chase & Co. ("JPMC") staff, including JPMAM Supervised Persons as defined below, are subject to the personal trading policies under the JPMC Code of Conduct, the JPMAM Code establishes more stringent standards reflecting the fiduciary obligations of JPMAM and its Supervised Persons. Where matters are addressed by both the JPMC Code of Conduct and this Code, Supervised Persons of JPMAM must observe and comply with the stricter standards set forth in this Code.

JPMAM hereby designates the staff of its Compliance Department to act as designees for the respective chief compliance officers of the JPMAM registered investment advisers ("CCO") in administering this Code. Anyone with questions regarding the Code or its application should contact the Compliance Department.

1.2. STANDARDS OF BUSINESS CONDUCT

It is the duty of all Supervised Persons to place the interests of JPMAM clients before their own personal interests at all times and avoid any actual or potential conflict of interest. Given the access that Supervised Persons may have to proprietary and client information, JPMAM and its Supervised Persons must avoid even the appearance of impropriety with respect to personal trading, which must be oriented toward investment rather than short-term or speculative trading. Supervised Persons must also comply with applicable federal securities laws and report any violations of the Code promptly to the Compliance Department, which shall report any such violation promptly to the CCO.

Access Persons, as defined below, must report, and JPMAM must review, their personal securities transactions and holdings periodically. See section 2. Reporting Requirements and the Personal Trading Policy for Investment Management Americas Staff (for internal use only), as defined below, for details regarding reporting procedures.

Compliance with the Code, and other applicable policies and procedures, is a condition of employment. The rules, procedures, reporting and recordkeeping requirements contained in the Code are designed to prevent employees from violating the provisions of the Code. Failure by a Supervised Person to comply with the Code may adversely impact JPMAM and may constitute a violation of federal securities laws.

The Compliance Department shall distribute to each Supervised Person a copy of the Code and any amendments, receipt of which shall be acknowledged in writing by the Supervised Person. Written acknowledgements shall be maintained by the Compliance Department in accordance with section 5. Books and Records to be Maintained by Investment Advisers. The form of acknowledgment shall be determined by the Compliance Department.

At least annually, each CCO must review the adequacy of the Code and the policies and the procedures herein referenced.

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1.3. GENERAL DEFINITIONS

(a) SUPERVISED PERSONS include:

(1) Any partner, officer, director (or other person occupying a similar status or performing similar functions) and employees of JPMAM;

(2) All employees of entities affiliated with JPMAM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of a legal entity within JPMAM, sometimes referred to as "dual hatted" employees;

(3) Certain consultants as well as any other persons who provide advice on behalf of JPMAM and are subject to JPMAM's supervision and control; and

(4) All Access Persons, as defined in paragraph (b).

(b) ACCESS PERSONS include any partner, officer, director (or other person occupying a similar status or performing similar functions) of JPMAM, as well as any other Supervised Person who:

(1) Has access to nonpublic information regarding any clients' purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any registered fund advised or sub-advised by JPMAM; or

(2) Is involved in making securities recommendations to clients, including Funds, or who has access to such recommendations that are nonpublic.

(c) ASSOCIATED ACCOUNT refers to an account in the name or for the direct or indirect benefit of a Supervised Person or a Supervised Person's spouse, domestic partner, minor children and any other person for whom the Supervised Person provides significant financial support, as well as to any other account over which the Supervised Person or any of these other persons exercise investment discretion, regardless of beneficial interest. Excluded from Associated Accounts are any 401(k) and deferred compensation plan accounts for which the Supervised Person has no investment discretion.

(d) AUTOMATIC INVESTMENT PLAN means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

(e) BENEFICIAL OWNERSHIP is interpreted to mean any interest held directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, or any pecuniary interest in equity securities held or shared directly or indirectly, subject to the terms and conditions set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. A Supervised Person who has questions regarding the definition of this term should consult the Compliance Department. PLEASE NOTE: Any report required under section 2. Reporting Requirements may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

(f) CLIENT refers to any entity (e.g., person, corporation or Fund) for which JPMAM provides a service or has a fiduciary responsibility.

(g) FEDERAL SECURITIES LAWS means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 ("1940 Act"), the Advisers Act, Title V of the Gramm-Leach-Bliley Act
(1999), any rules adopted

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by the Securities and Exchange Commission ("SEC") under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury.

(h) FUND means an investment company registered under the 1940 Act.

(i) INITIAL PUBLIC OFFERING means 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.

(j) JPMAM is an abbreviation for JPMorgan Asset Management, the asset management business of JPMorgan Chase & Co. Within the context of this document, JPMAM refers to the U.S. registered investment advisers of JPMorgan Asset Management identified on the cover of this Code.

(k) LIMITED OFFERING means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505 or 506 there under.

(l) PERSONAL TRADING POLICY refers to the Personal Trading Policy for Investment Management Americas Staff and/or the Personal Investment Policy for JPMAM Employees in EMEA, Asia and Japan, as applicable, and the procedures there under.

(m) REPORTABLE SECURITY means a security as defined under section 202(a)(18) of the Advisers Act held for the direct or indirect benefit of an Access Person, including any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Also included in this definition are open-end mutual funds (except as noted below) and exchange traded funds. Excluded from this definition are:

(1) Direct obligations of the Government of the United States;

(2) Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

(3) Shares issued by money market funds; and

(4) Shares of other types of mutual funds, unless JPMAM acts as the investment adviser, sub-adviser or principal underwriter for the Fund.

2. REPORTING REQUIREMENTS

2.1. HOLDINGS REPORTS

Access Persons must submit to the Compliance Department a report, in the form designated by the Compliance Department, of the Access Person's current securities holdings that meets the following requirements:

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JPMorgan Asset Management

2.1.1. Content of Holdings Reports

Each holdings report must contain, at a minimum:

(a) The name of any broker, dealer or bank with which the Access Person maintains an Associated Account in which any Reportable Securities are held for the Access Person's direct or indirect benefit, as well as all pertinent Associated Account details (e.g., account title, account number, etc.);

(b) The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership; and

2.1.2. Timing of Holdings Reports

Access Persons must each submit a holdings report:

(a) No later than 10 days after the person becomes an Access Person, and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

(b) At least once each 12-month period thereafter on January 30, and the information must be current as of a date no more than 45 days prior to the date the report was submitted.

2.2. TRANSACTION REPORTS

Access Persons must submit to the Compliance Department quarterly securities transactions reports, in the form designated by the Compliance Department, that meet the following requirements:

2.2.1. Content of Transaction Reports

Each transaction report must contain, at a minimum, the following information about each transaction involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

(a) The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

(b) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(d) The name of the broker, dealer or bank with or through which the transaction was effected; and

(e) The date the Access Person submits the report.

2.2.2. Timing of Transaction Reports

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JPMorgan Asset Management

Each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.

2.3. CONSOLIDATED REPORT

At the discretion of the Compliance Department, the form of annual holdings report may be combined with the form of the concurrent quarterly transaction report, provided that such consolidated holdings and transaction report meets, at a minimum, the timing requirements of both such reports if submitted separately.

2.4. EXCEPTIONS FROM REPORTING REQUIREMENTS

An Access Person need not submit:

(a) Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

(b) A transaction report with respect to transactions effected pursuant to an automatic investment plan;

(c) A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Compliance Department holds in its records so long as the Compliance Department receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.

3. PRE-APPROVAL OF CERTAIN INVESTMENTS

Supervised Persons must obtain approval from the Compliance Department before they directly or indirectly acquire beneficial ownership in any reportable security, including initial public offerings and limited offerings. The Personal Trading Policy shall set forth the Compliance pre-clearance procedures as well as any exceptions to the pre-clearance requirement.

4. ADDITIONAL RESTRICTIONS AND CORRECTIVE ACTION UNDER THE PERSONAL TRADING POLICY AND OTHER RELATED POLICIES AND PROCEDURES

In furtherance of the standards for personal trading set forth herein, JPMAM shall maintain a Personal Trading Policy with respect to the trading restrictions and corrective actions discussed under this section 4, and such other restrictions as may be deemed necessary or appropriate by JPMAM.

4.1. DESIGNATED BROKER REQUIREMENT

Any Associated Account, except as otherwise indicated in the Personal Trading Policy, must be maintained with a Designated Broker, as provided under the JPMC Code of Conduct and the Personal Trading Policy.

4.2. BLACKOUT PROVISIONS

The personal trading and investment activities of Supervised Persons are subject to particular scrutiny because of the fiduciary nature of the business. Specifically, JPMAM must avoid even the appearance that its Supervised Persons conduct personal transactions in a manner that conflicts with the firm's investment activities on behalf of clients. Towards this end, Supervised Persons may be restricted from conducting personal investment transactions during certain periods ("Blackout Periods"), and may be instructed to reverse previously completed personal investment transactions (see section 4.4). Additionally, the Compliance Department may restrict

CODE OF ETHICS
JPMorgan Asset Management

the personal trading activity of any Supervised Person if such activity has the appearance of violating the intent of the blackout provision or is deemed to present a possible conflict of interest. The Blackout Periods set forth in the Personal Trading Policy may reflect varying levels of restriction appropriate for different categories of Supervised Persons based upon their level of access to nonpublic client or proprietary information.

4.3. MINIMUM INVESTMENT HOLDING PERIOD AND MARKET TIMING PROHIBITION

Supervised Persons are subject to a minimum holding period, as set forth under the Personal Trading Policy, for all transactions in Reportable Securities, as defined under section 1.3. Supervised Persons are not permitted to conduct transactions for the purpose of market timing in any Reportable Security. Market timing is defined as an investment strategy using frequent purchases, redemptions, and/or exchanges in an attempt to profit from short-term market movements.

Please see the Personal Trading Policy for further details on transactions covered or exempted from the minimum investment holding period.

4.4. TRADE REVERSALS AND DISCIPLINARY ACTION

Transactions by Supervised Persons are subject to reversal due to a conflict (or appearance of a conflict) with the firm's fiduciary responsibility or a violation of the Code or the Personal Trading Policy. Such a reversal may be required even for a pre-cleared transaction that results in an inadvertent conflict or a breach of black out period requirements under the Personal Trading Policy.

Disciplinary actions resulting from a violation of the Code will be administered in accordance with related JPMAM policies governing disciplinary action and escalation. All violations and disciplinary actions will be reported promptly by the Compliance Department to the JPMAM CCO. Violations will be reported at least quarterly to the firm's executive committee and, where applicable, to the directors or trustees of an affected Fund.

Violations by Supervised Persons of any laws that relate to JPMAM's operation of its business or any failure to cooperate with an internal investigation may result in disciplinary action up to and including immediate dismissal and, if applicable, termination of registration.

5. BOOKS AND RECORDS TO BE MAINTAINED BY INVESTMENT ADVISERS

(a) A copy of this Code and any other code of ethics adopted by JPMAM pursuant to Rule 204A-1 that has been in effect during the past five years;

(b) A record of any violation of the Code, and any action taken as a result of that violation;

(c) A record of all written acknowledgments for each person who is currently, or within the past five years was, a Supervised Person of JPMAM;

(d) A record of each report made by an Access Personas required under section 2. Reporting Requirements;

(e) A record of the names of persons who are currently, or within the past five years were, Access Persons;

(f) A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Supervised Persons under section 3. Pre-approval of Certain

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JPMorgan Asset Management

Investments, for at least five years after the end of the fiscal year in which the approval is granted; and

(g) Any other such record as may be required under the Code or the Personal Trading Policy.

6. CONFIDENTIALITY

Supervised Persons have a special responsibility to protect the confidentiality of information related to customers. This responsibility may be imposed by law, may arise out of agreements with customers, or may be based on policies or practices adopted by the firm. Certain jurisdictions have regulations relating specifically to the privacy of individuals and/or business and institutional customers. Various business units and geographic areas within JPMC have internal policies regarding customer privacy.

The foregoing notwithstanding, JPMAM and its Supervised Persons must comply with all provisions under the Bank Secrecy Act, the USA Patriot Act and all other applicable federal securities laws, as well as applicable anti-money laundering and know your client policies, procedures and training requirements of JPMAM and JPMC.

7. CONFLICTS OF INTEREST

With regards to each of the following restrictions, more detailed guidelines may be found under the applicable JPMAM policy and/or the JPMC Code of Conduct.

7.1. TRADING IN SECURITIES OF CLIENTS

Supervised Persons should not invest in any securities of a client with which the Supervised Person has or recently had significant dealings or responsibility on behalf of JPMAM if such investment could be perceived as based on confidential information.

7.2. TRADING IN SECURITIES OF SUPPLIERS

Supervised Persons in possession of information regarding, or directly involved in negotiating, a contract material to a supplier of JPMAM may not invest in the securities of such supplier. If you own the securities of a company with which we are dealing and you are asked to represent JPMorgan Chase in such dealings you must:

(a) Disclose this fact to your department head and the Compliance Department; and

(b) Obtain prior approval from the Compliance Department before selling such securities.

7.3. GIFTS

A conflict of interest occurs when the personal interests of Supervised Persons interfere or could potentially interfere with their responsibilities to the firm and its clients. Supervised Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, Supervised Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decisionmaking or making a client feel beholden to the firm or the Supervised Person. More specific guidelines are set forth under the JPMC Code of Conduct and operating procedures for the JPMAM Gift, Entertainment and Political Contributions Database. Supervised Persons are required to log all gifts subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database and any violations of JPMAM Gift & Entertainment Polices are subject to the Escalation Guidelines.

CODE OF ETHICS
JPMorgan Asset Management

7.4. ENTERTAINMENT

No Supervised Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of JPMAM. Supervised Persons may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present, and only to the extent that such entertainment is permissible under the JPMC Code of Conduct and operating procedures for the JPMAM Gift, Entertainment and Political Contributions Database. Supervised Persons are required to log all entertainment subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database and any violations of JPMAM Gift & Entertainment Polices are subject to the Escalation Guidelines.

7.5. POLITICAL AND CHARITABLE CONTRIBUTIONS

JPMorgan Chase has a strict policy that NO POLITICAL CONTRIBUTIONS MADE ON BEHALF OF JPMORGAN CHASE ARE ALLOWED unless PRE-APPROVED. Supervised Persons are prohibited from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities. In addition, Supervised Persons are prohibited from considering JPMAM's current or anticipated business relationships as a factor in making political or charitable donations.

Additional restrictions, disclosures and other requirements regarding political activities are described under the JPMC Code of Conduct. Access Persons are required to pre-clear all personal political contributions to the election campaigns of non-federal level candidates. All federal level contributions have to be reported in the database, but do not require pre-clearance. Contributions to the JPMorgan PACs are excluded from pre-clearance and reporting requirements. The Code of Ethics now specifically requires that, in addition to the reporting of political contributions, employees log all gift, entertainment, and charitable contributions into the Gift, Entertainment and Political Contributions Database and makes failure to do so a violation of the JPMAM Gift & Entertainment Polices subject to the Escalation Guidelines.

7.6. OUTSIDE BUSINESS ACTIVITIES

A Supervised Person's outside activities must not reflect adversely on the firm or give rise to a real or apparent conflict of interest with the Supervised Person's duties to the firm or its clients. Supervised Persons must be alert to potential conflicts of interest and be aware that they may be asked to discontinue any outside activity if a potential conflict arises. Supervised Persons may not, directly or indirectly:

(a) Accept a business opportunity from someone doing business or seeking to do business with JPMAM that is made available to the Supervised Person because of the individual's position with the firm.

(b) Take for oneself a business opportunity belonging to the firm.

(c) Engage in a business opportunity that competes with any of the firm's businesses. More specific guidelines are set forth under the conflicts of interest policy of JPMAM and under the JPMC Code of Conduct. Procedures and forms for pre-clearance of these activities by the Office of the Secretary of JPMC are available in the JPMC Procedures for Pre-Clearance of Outside Activities Referenced in the JPMC Code of Conduct. Supervised Persons must seek a new clearance for a previously approved activity whenever there is any material change in relevant circumstances, whether arising from a change in your job or association with JPMAM or in your role with respect to that activity or organization. You are required to be continually alert to any real or apparent conflicts of interest with respect to investment management activities and promptly disclose any such conflicts to Compliance and the Office of the Corporate Secretary.

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You must also notify the Office of the Secretary of JPMC when any approved outside activity terminates.

Regardless of whether an activity is specifically addressed under JPMAM policies or the JPMC Code of Conduct, Supervised Persons should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm.

8. TRAINING

There are several mandatory training courses given each year by Compliance (e.g., AML, Privacy, and Code of Conduct). Failure to attend and/or complete required Compliance training courses will now be subject to the Escalation Guidelines.

9. ESCALATION GUIDELINES

Compliance maintains the Escalation Guidelines, which is applicable to employees of J.P. Morgan Alternative Asset Management, JPMorgan Investment Advisors, J.P. Morgan Investment Management and Security Capital Research & Management. Please note, the Escalation Guidelines is an internal Compliance document and is used to notify Group Heads and/or Managers of appropriate action that needs to be taken.

9.1. VIOLATION PRIOR TO MATERIAL VIOLATION

While the Group Head is notified of all violations, he/she is now required to have a face-to-face meeting with the employee when the employees' next violation would be considered material, in order to stress the importance of the requirement and inform the employee about the ramifications for not following the policy. The employee is also required to acknowledge, in writing, (form to be provided by Compliance) that he/she is aware of the ramifications for noncompliance and he/she will be compliant going forward. The written acknowledgement is signed by both the employee and Group Head, and returned to Compliance for record keeping.

9.2. MATERIAL VIOLATIONS

All material violations now require the Group Head and HR to have a face-to-face meeting with the employee and to document the meeting specifics in the employee's personnel file. Once again, the employee will be required to acknowledge in writing the material nature of the violation and that he/she will be compliant going forward. The written acknowledgement, signed by both the employee and Group Head, will be returned to Compliance and HR for record keeping. There will now be a mandated suspension of trading privileges for six months for all material violations regardless of type. Transactions may be allowed for hardship reasons, but require preclearance by Compliance and the Group Head.

A list of all individuals who have received material violations will be circulated to the appropriate Group Head and Eve Guernsey on a periodic basis and will be a factor in the employee's annual compensation.

(ALLIANZ GLOBAL INVESTORS LOGO)

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.

CODE OF ETHICS

ALLIANZ GLOBAL INVESTORS OF AMERICA LP

ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC

ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC

ALLIANZ GLOBAL INVESTORS MANAGED ACCOUNTS LLC

ALLIANZ GLOBAL INVESTORS MANAGEMENT PARTNERS LLC

ALLIANZ GLOBAL INVESTORS SOLUTIONS LLC

NFJ INVESTMENT GROUP LLC

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT LLC

NICHOLAS-APPLEGATE CAPITAL MANAGEMENT UK

NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS

NICHOLAS-APPLEGATE SECURITIES LLC

OPPENHEIMER CAPITAL LLC

Effective: October 1, 2009 (San Diego Based Employees) November 1, 2009 (All Other Employees)

Table of Contents

INTRODUCTION...............................................................    4
   ADOPTION OF THE CODE OF ETHICS..........................................    4
   STANDARDS OF BUSINESS CONDUCT...........................................    4
   QUESTIONS...............................................................    5
GENERAL DEFINITIONS........................................................    5
   SUPERVISED PERSONS......................................................    5
REPORTABLE ACCOUNTS........................................................    7
PERSONAL SECURITIES TRANSACTIONS...........................................    7
   TRADING IN GENERAL......................................................    7
   Securities..............................................................    7
   Purchase or Sale of a Security..........................................    8
   Beneficial Ownership....................................................    8
   Exempt Transactions Not Subject to Prior Clearance......................    9
   Permitted Transactions Subject to Prior Clearance.......................   10
   BLACKOUT PERIODS - PROHIBITED TRANSACTION...............................   11
   Short-Term Trading Restrictions.........................................   12
   CIRCUMSTANCES REQUIRING PRE-CLEARANCE...................................   13
   GENERAL PRE-CLEARANCE PROCEDURES........................................   13
   Operating Entities with CCH iTrade......................................   13
   PRE-CLEARANCE PROCEDURES FOR AGI CLOSED-END FUNDS AND NON-PROPRIETARY
      SUB-ADVISED CLOSED-END FUNDS.........................................   13
   BLACKOUT PERIODS - ALLIANZ SHARES.......................................   14
   ALLIANZ RESTRICTED LIST.................................................   14
   PRIVATE PLACEMENTS......................................................   15
REPORTING..................................................................   15
   USE OF BROKER-DEALERS...................................................   15
   DESIGNATED BROKER.......................................................   15
   REPORTING OF NON-DESIGNATED BROKERAGE ACCOUNTS..........................   15
   REPORTING AND CERTIFICATION BY NAIF TRUSTEES............................   16
   INITIAL REPORTING AND CERTIFICATION FOR NEW EMPLOYEES...................   16
   ANNUAL REPORTING AND CERTIFICATION......................................   16
   REVIEW..................................................................   17
GIFTS AND ENTERTAINMENT....................................................   17
   POLITICAL AND CHARITABLE CONTRIBUTIONS..................................   19
   PRIVACY POLICY..........................................................   20
   OUTSIDE BUSINESS ACTIVITIES.............................................   20
   Service as Director of a Public Company.................................   20
COMPLIANCE AND REMEDIAL ACTIONS............................................   21
REPORTS TO MANAGEMENT AND TRUSTEES.........................................   21
REPORTING OF APPARENT OR SUSPECTED VIOLATIONS OF THE FEDERAL SECURITIES
   LAWS ("WHISTLEBLOWER POLICY")...........................................   21
RECORDKEEPING REQUIREMENTS.................................................   22
APPENDIX I. INSIDER TRADING POLICIES AND PROCEDURES........................   23
APPENDIX II. PRIVACY POLICY................................................   29
APPENDIX III. GUIDANCE ON BENEFICIAL OWNERSHIP.............................   31
APPENDIX IV. GUIDANCE ON SHORT TERM PROFIT RECOVERY........................   32
APPENDIX V. AGIMA PERSONAL TRADING PRE-CLEARANCE FORM......................   33
APPENDIX VII. TRANSACTIONS IN AGI CLOSED-END FUNDS.........................   34

APPENDIX VIII. AGI CLOSED-END FUNDS PRE-CLEARANCE FORM.....................   36
APPENDIX IX. NON-PROPRIETARY CLOSED-END FUND PRE-CLEARANCE FORM............   38
APPENDIX X. PRIVATE PLACEMENT APPROVAL REQUEST FORM........................   40
APPENDIX XI. QUARTERLY TRANSACTION REPORT..................................   42
APPENDIX XII. NAIF INITIAL ACKNOWLEDGEMENT CERTIFICATION...................   44
APPENDIX XIII. NAIF QUARTERLY TRANSACTION REPORT...........................   45
APPENDIX XIV. INITIAL ACKNOWLEDGEMENT OF RECEIPT...........................   46
APPENDIX XV. INITIAL REPORT OF PERSONAL SECURITIES HOLDINGS AND BROKERAGE
   ACCOUNTS................................................................   47
APPENDIX XVI. ANNUAL CERTIFICATION OF COMPLIANCE AND LISTING OF SECURITIES
   HOLDINGS................................................................   50
APPENDIX XVII. REPORT OF OFFER OR RECEIPT OF GIFT..........................   52
APPENDIX XVII. REPORT OF OFFER OR RECEIPT OF GIFT..........................   53
APPENDIX XVIII. OUTSIDE BUSINESS ACTIVITIES................................   54
APPENDIX XIX. CODE OF ETHICS SANCTION GUIDELINES...........................   58

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
CODE OF ETHICS

INTRODUCTION

ADOPTION OF THE CODE OF ETHICS

This Code of Ethics (the "Code") has been adopted by Allianz Global Investors of America L.P. and its affiliated subsidiaries or divisions listed on the Title Page of this Code (each, a "Company") in accordance with Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). Rule 204A-1 requires, at a minimum, that an adviser's code of ethics set forth standards of conduct, require compliance with federal securities laws, and address personal trading by advisory personnel.

This Code has also been adopted by Nicholas-Applegate Institutional Funds ("NAIF") in accordance with Rule 17j-1 under the Investment Company Act of 1940, as amended (the "1940 Act"). Rule 17j-1 contains substantively similar requirements to Rule 204A-1 under the Advisers Act addressing personal trading by NAIF Access Persons, and requires NAIF to adopt a written code of ethics containing provisions reasonably necessary to prevent its Access Persons from engaging in harmful conduct.

STANDARDS OF BUSINESS CONDUCT

FIDUCIARY DUTY

The Code is applicable to all partners, officers, directors, and employees of the Company, including interns and temporary employees (collectively, "Employees"), consultants, and NAIF Access Persons (together with Employees, "Supervised Persons"). The Code is based on the principle that in addition to the fiduciary obligations of the Company, you owe a fiduciary duty to the shareholders of the registered investment companies (the "Funds") and other clients (together with the Funds, the "Advisory Clients") for which the Company serves as an adviser or sub-adviser. Accordingly, you must avoid activities, interests and relationships that could interfere or appear to interfere with making decisions in the best interests of Advisory Clients.

At all times, you must:

1. PLACE THE INTERESTS OF ADVISORY CLIENTS FIRST. As a fiduciary, you must scrupulously avoid serving your own personal interests ahead of the interests of our Advisory Clients. You may not cause an Advisory Client to take action, or not to take action, for your personal benefit rather than for the benefit of the Advisory Client. For example, you would violate this Code if you caused an Advisory Client to purchase a security you owned for the purpose of increasing the price of that Security. If you are an Investment Person of the Company (as defined under the heading General Definitions), you would also violate this Code if you made a personal investment in a security that might be an appropriate investment for an Advisory Client without first considering the security as an investment for the Advisory Client. Investment opportunities of limited availability that are suitable for Advisory Clients also must be considered for purchase for such Advisory Client accounts before personally trading in them by any Investment Person. Such opportunities include, but are not limited to, investments in initial public offerings and private placements.

2. CONDUCT ALL OF YOUR PERSONAL SECURITIES TRANSACTIONS IN FULL COMPLIANCE WITH THIS CODE AND THE COMPANY INSIDER TRADING POLICY AND PROCEDURES. The Company encourages you and your family to develop personal investment programs. However, you must not take any action in connection with your

personal investments that could cause even the appearance of unfairness or impropriety. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading Personal Securities Transactions. Failure to comply with this Code may result in disciplinary action, including but not limited to, fines, disgorgement of profits, suspension of trading privileges, and/or termination of employment. In addition, you must comply with the policies and procedures set forth in the Company Insider Trading Policy and Procedures, which is attached to this Code as Appendix I. Situations that are questionable may be resolved against your personal interests.

3. AVOID TAKING INAPPROPRIATE ADVANTAGE OF YOUR POSITION. The receipt of investment opportunities, gifts or gratuities from persons seeking business with the Company directly or on behalf of an Advisory Client of the Company could call into question the independence of your business judgment. In addition, information concerning the identity of security holdings and financial circumstances of an Advisory Client is confidential. You may not use personal or account information of any Advisory Client of the Company except as permitted by the Company's Privacy Policy, which is attached to this Code as Appendix II. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading Fiduciary Duties. Situations that are questionable may be resolved against your personal interests.

4. COMPLY WITH APPLICABLE FEDERAL SECURITIES LAWS AND REGULATIONS. You are not permitted to: (i) defraud an Advisory Client in any manner;
(ii) mislead such client, including making a statement that omits material facts; (iii) engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such client;
(iv) engage in any manipulative practice with respect to such client;
(v) engage in any manipulative practices with respect to securities, including price manipulation; or (vi) otherwise violate applicable federal securities laws (including without limitation, the Advisers Act, the 1940 Act, the Securities Act of 1933 ("Securities Act"), the Securities Exchange Act of 1934, as amended ("Exchange Act"), the Sarbanes-Oxley Act of 2002, the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission ("Commission") under these statutes, and the U.S.A. Patriot Act and Bank Secrecy Act as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of Treasury). In addition if you are a registered representative of Allianz Global Investors Distributors LLC or Nicholas-Applegate Securities LLC, you may not violate applicable NASD/FINRA rules. In the event that you are unsure of any such laws or regulations, then you must consult the Company's Legal Department.

As a Supervised Person of the Company, you must promptly report any suspected violation of the federal securities laws, as well as any violations or suspected violations of this Code, to the Chief Compliance Officer or Chief Legal Officer of your Company.

In addition to the requirements contained in this Code, you must also comply with any supplemental policies and procedures associated with the Code.

QUESTIONS

Questions regarding this Code should be addressed to the Chief Compliance Officer of your Company or his or her designee.

GENERAL DEFINITIONS

SUPERVISED PERSONS

The following persons are considered to be "Supervised Persons" under the Code:

1. Any partner, officer, director (or other person occupying a similar status or performing similar functions), and employee of the Company;

2. All Employees of entities affiliated with an operating entity of the Company that have been authorized by the Company to act in an official capacity on behalf of another Company, sometimes referred to as "dual" employees;

3. Certain persons who are employed by the Company as a consultant, contractor, intern or temporary employee and are subject to the Company's supervision and control as defined more fully below; and

4. All Access Persons, Non-Access Persons, and Investment Persons as defined below.

Supervised Persons will be placed in one or more of the following categories based upon the individual's activities and role within the Company. Provisions of the Code pertaining to the pre-clearance requirements and certain prohibited transactions may apply to more than one category.

A. "ACCESS PERSON" means any partner, officer, director, Investment Person, or employee of the Company, or any consultant, contractor or temporary employee (whose tenure with the Company exceeds 60 days) and who:

(1) in connection with their regular duties, makes, participates in, or has access to non-public information regarding the purchase or sale of securities by the Advisory Clients of the Company, or has access to non-public information regarding the portfolio holdings of any Advisory Client; or

(2) is involved in making securities recommendations to Advisory Clients or who has access to such recommendations that are non-public.

B. "INVESTMENT PERSON" means a subset of Access Person who, in connection with his/her regular functions and duties, makes, or participates in making, recommendations regarding the purchase or sale of securities on behalf of any Advisory Client, provides information or advice to a portfolio manager, or helps execute a portfolio manager's recommendations. Generally, Investment Persons include, but are not limited to, portfolio managers, research analysts and traders.

C. "NON-ACCESS PERSON" means any Supervised Person of the Company that is NOT an Access Person. Because you do not receive non-public information about Advisory Client portfolios, you are subject only to the Standards of Business Conduct, Excessive Trading (in mutual fund shares); Closed-End Fund Pre-Clearance Restrictions; Blackout Periods-Allianz Shares, the Whistleblower Policy, Gifts and Entertainment, Political and Charitable Contributions, IPOs and Private Placements, Outside Business Activities, Service as a Director of a Public Company, and the Insider Trading Policy and Procedures of this Code.

Your category may be subject to change if your position within your Company changes or if you have been transferred to another Company. If you have any questions about your classification, please contact your Chief Compliance Officer. In addition, a Company's Chief Compliance Officer, or his or her designee, may determine that certain provisions of the Code do not apply to consultants or temporary employees in consideration of the scope of their employment with the Company.

Notwithstanding the foregoing, any trustee of NAIF who is not an Employee of Nicholas-Applegate Capital Management LLC (NACM) and any employee of NAIF's administrator is deemed not to be an Access Person under the Code and is subject only to the Gifts and Entertainment (but not reporting requirements) and Insider Trading Policy and Procedures of the Code. However, any trustee of NAIF who is not an employee of NACM is subject to quarterly reporting if he or she knew or should have known that, during the 15-day period immediately before or after the trustee's transaction in a Security as defined in this Code (except for Exempt Securities), a series of NAIF would purchase or sell such Security. Generally, trustees of NAIF will not have non-public information about the purchase and sale of securities for NAIF portfolios, or participate in making recommendations about such transactions. If a trustee obtains such information, he or she should contact the Chief Compliance Officer of NAIF for information about the steps the trustee should take to comply with the Code.

REPORTABLE ACCOUNTS

The following types of brokerage or trading accounts ("Accounts") are required to be reported by Access Persons.

1. Accounts in the name of or for the direct or indirect benefit of:

(a) An Access Person; or

(b) An Access Person's spouse, domestic partner, minor children and any other person to whom the Access Person provides significant financial support, as well as to transactions in any other Account over which the Supervised Person exercises investment discretion, regardless of beneficial ownership. The term "Beneficial Ownership" is described below.

2. Accounts that are fully managed by a third party where the Access Person does not have discretion over investment selections for the account through recommendation, advice, pre-approval or otherwise. The Supervised Person must certify that the account is separately managed by a third party and Compliance may separately verify this fact.

3. Accounts that have the ability to hold securities other than Exempt Securities even if the Account currently holds only Exempt Securities.

EXCLUDED FROM REPORTABLE ACCOUNTS ARE THE FOLLOWING:

1. Accounts which can only hold Exempt Securities. IF YOU ARE A REGISTERED REPRESENTATIVE OF ALLIANZ GLOBAL INVESTORS DISTRIBUTORS OR NICHOLAS-APPLEGATE SECURITIES, YOU MUST REPORT ALL BROKERAGE ACCOUNTS INCLUDING ACCOUNTS WHICH CAN ONLY HOLD EXEMPT SECURITIES.

PERSONAL SECURITIES TRANSACTIONS

TRADING IN GENERAL

As an Access Person, you may not engage, and you may not permit any other person or entity to engage, in any purchase or sale of a Security (other than an Exempt Security) in which you have, or by reason of the transaction will acquire, Beneficial Ownership, unless (i) the transaction is an Exempt Transaction or (ii) you have complied with the procedures set forth under Pre-clearance Procedures.

SECURITIES

The following are Securities:

Any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency, or shares of open-end and closed-end investment companies, or shares of any pooled or commingled investment vehicles, in general, variable life insurance and variable annuities, any exchange-traded fund (ETF) or exchange-traded note (ETN), any interest or instrument commonly known as a security, or any certificate of

interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security.

The following are not Securities:

Commodities, futures and options traded on a commodities exchange, including currency futures. However, securities futures(1) and futures and options on any group or index of Securities (as defined in the 1940 Act) are Securities.

PURCHASE OR SALE OF A SECURITY

The purchase or sale of a Security includes, among other things, the writing of an option to purchase or sell a Security.

BENEFICIAL OWNERSHIP

The following section is designed to give you a practical guide with respect to Beneficial Ownership. However, for purposes of this Code, Beneficial Ownership shall be interpreted in the same manner as it would under Rule 16a-1(a)(2) of the Exchange Act in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder.

You are considered to have Beneficial Ownership of Securities if you have or share a direct or indirect Pecuniary Interest in the Securities.

You have a Pecuniary Interest in Securities if you have the opportunity to directly benefit or share in any profit derived from a transaction in the Securities.

The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:

1. Your ownership of Securities as a trustee where either you or members of your immediate family have a vested interest in the principal or income of the trust.

2. Your ownership of a vested beneficial interest in a trust.

3. Your status as a settlor of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

The following are examples of an indirect Pecuniary Interest in Securities:

1. Securities held by members of your immediate family sharing the same household unless it can be established that profits derived from transactions in these Securities will not provide you with any economic benefit, subject to review and approval by Compliance.

Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

2. Securities held by any individual for whom you provided significant economic support during the immediately preceding 12-month period, even if such individual does not share the same household.

(1) A security future is a contract of sale for future delivery of a single security or a narrow-based security index.

3. Your interest as a general partner in Securities held by a general or limited partnership.

4. Your interest as a manager-member in the Securities held by a limited liability company.

You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited-liability company or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment control over the Securities held by the entity.

Additional guidance relating to Beneficial Ownership can be found in Appendix III.

EXEMPT SECURITIES - NO PRE-CLEARANCE OR REPORTING REQUIRED

The following securities are defined as Exempt Securities. Exempt Securities are exempt from both the pre-clearance and reporting requirements under the Code:

1. Direct obligations of the Government of the United States.

2. Bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments (defined as any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a Nationally Recognized Statistical Rating Organization, or which is unrated but of comparable quality), including repurchase agreements.

3. Shares of money market funds.

4. Shares of registered open-end investment companies that are not advised by AGIFM or its U.S. affiliates or sub-advised by your Company ("Non-Affiliated Mutual Funds"). This exemption does not apply to an exchange-traded fund organized as an open-end investment company.

5. Shares issued by unit investment trusts that are invested exclusively in one or more Non-Affiliated Open-End Mutual Funds. This exemption does not apply to an exchange-traded fund organized as a unit investment trust.

EXEMPT TRANSACTIONS - NO PRE-CLEARANCE REQUIRED BUT REPORTING REQUIRED

The following Exempt Transactions are not subject to the pre-clearance requirements under the Code, although they are still subject to the reporting requirements under the Code unless noted otherwise.

1. Any transaction in Securities made in an Account over which you do not have any direct or indirect influence or control. Such transactions are also exempt from the reporting requirements.

2. Transactions effected through an automatic investment plan or dividend reinvestment plan pursuant to a pre-set amount and pre-determined schedule. (2)

3. Purchases of Securities by exercise of rights issued to the holders of a class of Securities pro rata, to the extent they are issued with respect to Securities of which you have Beneficial Ownership.

(2) Investments made outside of any pre-set amount and pre-determined schedule are subject to pre-clearance.

4. Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Ownership.

5. Transactions in securities of closed-end investment companies that are not advised by AGIFM or its U.S. affiliates or sub-advised by your Company ("Non-Affiliated Closed End Funds").

6. Transactions in shares of AGI registered open-end investment companies that are advised by AGIFM or its U.S. affiliates
("Affiliated Open-End Mutual Funds").(3)

7. Transactions in 529 Plans, including 529 Plans distributed by AGID.

8. Such other class of transactions as may be exempted from time to time by Compliance based upon a determination that the transactions do not involve any realistic possibility of a violation of Rule 204A-1 under the Advisers Act 1940, or a violation of Rule 17j-1 under the 1940 Act. Compliance may exempt designated classes of transactions from any of the provisions of this Code except the provisions set forth below under Reporting.

9. Such other specific transactions as may be exempted from time to time by your Chief Compliance Officer based upon a determination that the transaction(s) do not interfere or appear to interfere with making decisions in the best interest of our Advisory Clients. On a case-by-case basis, a Chief Compliance Officer may exempt a specific transaction from any of the provisions of this Code except for the provisions set forth below under Reporting. All requests to exempt a transaction must be in writing and forwarded to your Chief Compliance Officer for approval prior to your executing the transaction.

GENERALLY PERMITTED TRANSACTIONS - PRE- CLEARANCE AND REPORTING REQUIRED

The following classes of Permitted Transactions are subject to the pre-clearance requirements under the Code, although authorization for the transactions (absent short term trading restrictions, or legal or internal restrictions) will be granted.

1. Purchases or sales that, in the aggregate, do not exceed 2,000 shares per day, per issuer with a total market capitalization of $5 billion or greater at the time of investment. If you are unsure whether a security meets the market capitalization criteria, contact your Chief Compliance Officer. Purchases or sales that, in the aggregate, exceed 2,000 shares per day, per issuer are subject to normal pre-clearance requirements under the Code.

2. Purchases or sales of fixed-income Securities issued by agencies or instrumentalities of, or unconditionally guaranteed by, the Government of the United States.

3. Purchases or sales of up to $100,000 in the aggregate per calendar month of municipal securities.

4 Purchases or sales of up to $1,000,000 per calendar month per issuer of fixed-income Securities issued by qualified foreign governments.

A qualified foreign government is a national government of a developed foreign country with outstanding fixed-income securities in excess of $50 billion.

(3) Affiliated Open-End Mutual Funds available through the Allianz Global Investors 401(k) Plan and Auto Invest Program are separately available to compliance and are not required to be separately reported.

5. Short sales of any Permitted Transaction Securities or puts, calls, straddles, or options where the underlying amount of Securities controlled is an amount otherwise permitted in this section.

CAUTION

Qualified foreign governments and issuer market capitalization amounts may change from time to time. Accordingly, you may purchase Securities in a Permitted Transaction, only to find that you cannot sell them later in another Permitted Transaction. In that case, you will be able to sell them only if you pre-clear the sale in compliance with all of the other procedures set forth in the Code.

BLACKOUT PERIODS - PROHIBITED TRANSACTIONS

The following blackout periods on transactions are applicable to Access Persons and Investment Persons as described below.

1. NICHOLAS-APPLEGATE CAPITAL MANAGEMENT LLC; NICHOLAS-APPLEGATE CAPITAL MANAGEMENT UK; NICHOLAS-APPLEGATE SECURITIES LLC; NICHOLAS-APPLEGATE INSTITUTIONAL FUNDS; NFJ INVESTMENT GROUP LLC; OPPENHEIMER CAPITAL LLC; ALLIANZ GLOBAL INVESTORS MANAGEMENT PARTNERS LLC; ALLIANZ GLOBAL INVESTORS SOLUTIONS LLC

A. ACCESS PERSONS

Access Persons may not purchase or sell Securities (except for Exempt Securities or Permitted Transaction securities) if, at the time of pre-clearance (i) there is a pending buy or sell order on the relevant trading desk for an Advisory Client in the same Security or an equivalent Security; or (ii) the same Security or an equivalent Security has been purchased or sold by an Advisory Client during the period beginning 5 business days before the day on which the Access Person requests pre-clearance to trade in the same Security or an equivalent Security.

B. INVESTMENT PERSONS

Investment Persons may not purchase or sell Securities (except for Exempt Securities or Permitted Transaction securities) if, at the time of pre-clearance (i) there is a pending buy or sell order on the relevant trading desk for an Advisory Client in the same Security or an equivalent Security; or (ii) the same Security or an equivalent Security has been purchased or sold by an Advisory Client during the period beginning 5 business days before and 5 business days after the day on which the Investment Person requests pre-clearance to trade in the same Security or an equivalent Security.

NOTE: IN DETERMINING WHETHER THERE HAS BEEN A VIOLATION OF THE POST TRADE 5 BUSINESS DAY BLACKOUT PERIOD, CONSIDERATION WILL BE GIVEN TO WHETHER THE INVESTMENT PERSON KNEW OR HAD REASON TO HAVE KNOWN OF THE ADVISORY CLIENT ACCOUNT TRANSACTION. AN INVESTMENT PERSON WHO PRE-CLEARS, RECEIVES APPROVAL, AND THEN TRADES IN A SECURITY, AND WHO HAD NO KNOWLEDGE OF AND HAD NO REASON TO HAVE KNOWN ABOUT THE ADVISORY CLIENT ACCOUNT TRANSACTION IN THE SAME (OR AN EQUIVALENT) SECURITY, WILL NOT BE VIEWED AS VIOLATING THE POST TRADE 5 BUSINESS DAY BLACKOUT PERIOD.

2. ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC; ALLIANZ GLOBAL INVESTORS DISTRIBUTORS LLC; ALLIANZ GLOBAL INVESTORS OF AMERICA LP(4)

Access Persons may not purchase or sell the same Security (except for Exempt Securities or Permitted Transaction securities) or an equivalent Security for 5 business days beginning the day an Advisory Client trade in the same Security (except for Exempt Securities or Permitted Transaction securities) or an equivalent Security is reported to the Company (currently, T+2).

3. ALLIANZ GLOBAL INVESTORS MANAGED ACCOUNTS LLC

Access Persons of Allianz Global Investors Managed Accounts LLC ("AGIMA") may not purchase or sell Securities (except for Exempt Securities or Permitted Transaction securities) if, at the time of preclearance (i) there is a pending buy or sell order on the AGIMA trading desk (tradeblotter.net) in the same Security or an equivalent Security; or (ii) during the period beginning 5 business days after any purchase or sale in the same Security or an equivalent Security that was triggered by a portfolio manager's investment decision on behalf of any of the managed account models.

NOTE: EVEN IF YOU RECEIVE PRE-CLEARANCE TO TRADE A SECURITY, YOU MAY NOT PURCHASE OR SELL THAT SECURITY (UNLESS IT IS AN EXEMPT SECURITY OR A PERMITTED TRANSACTION SECURITY) IF, AT THE TIME OF PRE-CLEARANCE, YOU KNEW OR SHOULD HAVE KNOWN THAT AN ADVISORY CLIENT WOULD BE TRADING IN THE SAME SECURITY OR AN EQUIVALENT SECURITY ON THE SAME DAY.

SHORT-TERM TRADING RESTRICTIONS

Access Persons and Investment Persons may not profit from the purchase and sale, or sale and purchase, within 30 calendar days, of the same Securities or Equivalent Securities (other than Exempt Securities, ETFs or ETNs (and options thereon)) of which they have Beneficial Ownership. Any such short-term trade must be unwound, or, if that is not practical, any profits realized on the transaction must be disgorged to a charity in accordance with your Company's procedures.

You are considered to profit from a short-term trade if Securities of which you have Beneficial Ownership are sold for more than their purchase price, even though the Securities purchased and the Securities sold are held of record or beneficially by different persons or entities. Additional guidance relating to short-term profit recovery can be found in Appendix IV attached to this Code.

In addition, excessive trading in Open-End Mutual Funds is strictly prohibited. No Supervised Person may engage in transactions that are in violation of a fund's stated policy as disclosed in its prospectus and statement of additional information.

DEFINITION OF EQUIVALENT SECURITY

An "equivalent" Security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Notwithstanding the foregoing, equivalent securities do not include: (i) hedged options transactions in which there is a purchase and simultaneous sale of an option or a sale and simultaneous purchase of an option, on the same underlying security. For example hedged options transactions would include: the sale of a BTU call with a strike price of 50 and the purchase of a BTU call with a strike price of 60 and same expiration date; the sale of a DIS put with a strike price of 30 and the purchase of a DIS put with a strike

(4) Employees of one Company assigned to support a different Company may be subject to that Company's blackout periods in lieu of the blackout periods set forth in this section.

price of 20 and same expiration date; the purchase of a PG call option with a strike price of 50 and the sale of a PG call option with a strike price of 60 and same expiration date; and the purchase of an IRM put with a strike price of 30 with an October expiration and a sale of an IRM put with a strike price of 30 with a November expiration. BECAUSE OF THE MANY VARIATIONS AND THE COMPLEXITIES OF HEDGED OPTIONS TRANSACTIONS, YOU ARE STRONGLY URGED TO SEEK GUIDANCE FROM THE COMPLIANCE DEPARTMENT BEFORE ENTERING INTO THESE TRANSACTIONS.

CIRCUMSTANCES REQUIRING PRE-CLEARANCE

If you wish to transact in Securities which are not Exempt Securities and which cannot be acquired or sold in an Exempt Transaction, you must comply with the procedures set forth under General Pre-clearance Procedures.

GENERAL PRE-CLEARANCE PROCEDURES

All pre-clearance approvals for securities traded on a U.S. Stock Exchange are effective until the close of business on the day that your pre-clearance request has been approved. All pre-clearance approvals for securities traded on a Non-U.S. Stock Exchange are effective until the close of business on the day immediately following the business day that pre-clearance was given. If the individual submitting the request wishes to execute a trade after the time period for which approval is granted, a new pre-clearance request must be submitted (e.g., in the case of a limit order that has not been executed or is only partially filled within the approved time period). Good Till Canceled (GTC) orders are not permitted.

USE OF CCH ITRADE

All Access Persons and Investment Persons must pre-clear all personal transactions in Securities (other than Exempt Securities or Exempt Transactions) by submitting a Trade Request Form through CCH iTrade. Instructions on the use of the CCH iTrade system are available on your Company's intranet. If you have any questions regarding the use of CCH iTrade, please contact your local Compliance Department.

AGIMA employees are required to complete the AGIMA Personal Trading Pre-Clearance Form prior to pre-clearance through CCH iTrade for all transactions and submit the form for approval to the AGIMA Trading Desk. The pre-clearance form is attached to this Code as Appendix V. Final trade pre-clearance is not deemed valid until the employee has received approval both on the AGIMA Personal Trading Pre-Clearance Form as well as through CCH iTrade.

If you are out of the office and are unable to access CCH iTrade through your Company's Intranet, please contact your local Compliance Department.

PRE-CLEARANCE PROCEDURES FOR AGI CLOSED-END FUNDS AND NON-PROPRIETARY
SUB-ADVISED CLOSED-END FUNDS

PLEASE REFER TO THE COMPLIANCE SECTION OF THE COMPANY INTRANET FOR THE
RESPECTIVE BLACKOUT PERIODS RELATING TO AGI CLOSED-END FUNDS.

Supervised Persons who wish to invest in a closed-end fund advised by Allianz Global Investors Fund Management LLC ("Closed End Fund") must complete a pre-clearance form and submit it to their local Compliance Department for approval. The policy relating to trading in AGI Closed-End Funds is attached to this Code as Appendix VI and the pre-clearance form is attached to this Code as Appendix VII.

Supervised Persons who wish to invest in a non-proprietary closed-end fund for which their Company acts as the sub-adviser must also complete a pre-clearance form and submit it to their local Compliance Department for approval. The pre-clearance form is attached to this Code as Appendix VIII.

BLACKOUT PERIODS - ALLIANZ SHARES

PLEASE REFER TO THE COMPLIANCE SECTION OF THE COMPANY INTRANET FOR THE
RESPECTIVE BLACKOUT PERIODS RELATING TO ALLIANZ SE SECURITIES.

Supervised Persons are prohibited from trading in Allianz SE securities (including ADRs) during certain periods of the year, generally surrounding the release of annual financial statements and quarterly results. This restriction also applies to transactions that completely or in part refer to Allianz SE company shares (or derivatives thereof) which involve the exercise of cash settled options or any kind of rights granted under compensation or incentive programs such as Stock Appreciation Rights ("SARs"), Phantom Stocks or Participation Schemes. Any exercise with direct cash-out payments are equivalent to the outright sale of Allianz shares held by a Supervised Person and therefore, would not be permitted during such blackout period.

ALLIANZ SE RESTRICTED LIST

The Allianz SE Restricted List includes companies in which the trading of securities is restricted for certain types of accounts. Such restrictions may be applicable to trades for Advisory Clients, trades for proprietary accounts and/or for personal securities transactions. Issuers may be added to the Restricted List for a variety of reasons, such as the following: (i) the issuer being a traded affiliate; (ii) an affiliated Company having inside information about a particular issuer; or (iii) to ensure that the aggregate group holding does not breach a particular threshold. Supervised Persons are prohibited from trading in any securities issued by the issuers on the Restricted List if such restrictions apply to personal account dealings.

INITIAL PUBLIC OFFERINGS

Supervised Persons may purchase securities that are the subject of an Initial Public Offering ("IPO") only after receiving prior transaction clearance in writing from their Chief Compliance Officer. For purposes hereof, "Initial Public Offering" (also referred to as a "new Issue" under FINRA Rule 5130) means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the requirements of Section 13 or 15(d) of the Exchange Act to file public periodic reports with the SEC.

In considering such a request, the Chief Compliance Officer will determine whether the proposed transaction presents a conflict of interest with any of the Company's Advisory Clients or otherwise violates the Code. The Chief Compliance Officer will also consider whether: (i) the purchase is made through the Supervised Person's regular broker; (2) the number of shares to be purchased is commensurate with the normal size and activity of the Supervised Person's account; and (3) the transaction otherwise meets the requirements of FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a "restricted person" as defined in FINRA Rule 5130, has a beneficial interest. The Chief Compliance Officer may consult with the CIO or his or her designee in making his or her determination, and requests from Investment Persons must be approved from the CIO or his or her designee.

In addition to receiving approval from the Chief Compliance Officer, a Supervised Person must also pre-clear the trade through CCH iTrade on the day the offering is priced before purchasing in the IPO. The trade will not be permitted if an Advisory Client order has been received.

PRIVATE PLACEMENTS

A Supervised Person may not acquire Beneficial Ownership of any Securities offered in a private placement, unless prior written approval is received from his or her immediate supervisor, CIO (or COO if your Company does not have a CIO), and Chief Compliance Officer. Approval will be not be given unless a determination is made that the investment opportunity is not suitable for Advisory Clients, and that the opportunity to invest has not been

offered to you solely by virtue of your position. The form for requesting private placement approval is attached to this Code as Appendix IX.

For purposes hereof, "private placement" means an offering that is exempted from registration under the Securities Act pursuant to Section 4(2) or
Section 4(6) or pursuant to Rule 504, 505 or 506 under the Securities Act.

If you are an Investment Person and you have acquired Beneficial Ownership of Securities in a private placement, you must disclose your investment when you play a part in any consideration of an investment by an Advisory Client in the issuer of the Securities, and any decision to make such an investment must be independently reviewed by your Company's CIO or a portfolio manager who does not have Beneficial Ownership of any Securities of the issuer.

REPORTING

USE OF DESIGNATED BROKER-DEALERS

You may not engage, and you may not permit any other person or entity to engage, in any purchase or sale of publicly-traded Securities (other than Exempt Securities) of which you have, or by reason of the transaction will acquire, Beneficial Ownership, except through a registered broker-dealer.

DESIGNATED BROKER

To assist in the implementation of the Code and meet regulatory requirements, all Access Persons must maintain their personal Accounts (which they are deemed to have Beneficial Ownership) with a "Designated Broker" (currently for most operating entities Charles Schwab). If you are a new Access Person, you are required to transfer your brokerage account(s) to a Designated Broker within a reasonable period of time from your initial commencement of employment.

If you are maintaining an Account other than with a Designated Broker, you are required to immediately disclose this to your local Compliance Department. Based upon the determination by your Chief Compliance Officer, certain limited exemptions may be granted that would allow the employee to continue maintaining his or her personal Accounts with a non-designated broker.

REPORTING OF NON-DESIGNATED BROKERAGE ACCOUNTS

Every Access Person must report their personal Accounts and all Securities transactions that are not Exempt Transactions or transactions in Exempt Securities. To satisfy these requirements, you must cause each non-designated registered broker-dealer, who maintains an account for Securities of which you have Beneficial Ownership, to provide to your local Compliance Department within 30 days of the end of each calendar quarter, duplicate copies of: (a) confirmations of all transactions in the Account and (b) periodic statements for the Account. Access Persons are excused from submitting Quarterly Transaction Reports (attached to this Code as Appendix X) only if doing so would duplicate information contained in trade confirmations or account statements that the Company holds in its records, provided the Company has received those confirmations or statements not later than 30 days after the close of the calendar quarter in which the transaction takes place.

The confirmations and statements required by (a) and (b) above must in the aggregate provide all of the information required by the Quarterly Transaction Report. If they do not, you must complete and submit a Quarterly Transaction Report

Most broker-dealers require that the Company provide a NYSE Rule 407/NASD Rule 3050 letter which acknowledges that your account is held by such broker-dealer and requests that the broker-dealer provide the relevant Compliance Department with duplicate client account statements and transactional confirms. Your local Compliance Officer or his or her designee will execute this letter for any of your Beneficially Owned Accounts that have been

approved by Compliance.

You must promptly notify your local Compliance Officer or his or her designee prior to opening any new brokerage accounts. The notification must be in writing and must include the name of the broker-dealer and the account number.

REPORTING AND CERTIFICATION BY NAIF TRUSTEES

Any NAIF Trustee who is not an Employee of NACM is required to submit a NAIF Code of Ethics Certification within 15 days of being named Trustee and thereafter on an annual basis. The NAIF Code of Ethics Certification is attached as Appendix XI.

Any NAIF Trustee who is not an Employee of NACM is required to submit a Quarterly Transaction Report within 30 days of the end of each calendar quarter IF he or she knew or should have known that during the 15 day period prior to the Trustees transaction in a Security (other than an Exempt Security) a series of NAIF purchased or sold the Security or had considered purchasing or selling the Security. The Quarterly Transaction report for NAIF trustees is found in Appendix XII.

INITIAL REPORTING AND CERTIFICATION FOR NEW SUPERVISED PERSONS

Within 10 days following the commencement of employment at the Company, all Supervised Persons are required to complete and submit the Initial Acknowledgement Certification and Access Persons are required to complete and submit the Initial Listing of Personal Securities Holdings, Mutual Fund and Brokerage Accounts forms to their local Compliance Department (See Appendix XIII and XIV). The information supplied must be current as of a date no more than 45 days before becoming an employee.

ANNUAL REPORTING AND CERTIFICATION

On an annual basis, all Access Persons are required to complete and submit the Annual Listing of Securities Holdings and Certification of Compliance form to your local compliance department (See Appendix XV). Non-Access Persons are required to complete and submit a Certification of Compliance. Compliance will notify Supervised Persons when the annual certifications are due. The information supplied must be current as of a date no more than 45 days before the annual report is submitted. For all Access Persons who are required to pre-clear personal securities transactions through CCH iTrade, this requirement is satisfied by certifying the Code of Ethics Certification and the Brokerage Account Certification through CCH iTrade and separately submitting the Annual Holdings Certification. For all Non-Access Persons, the requirement to complete and submit a Certification of Compliance is satisfied by certifying the Code of Ethics Certification through CCH iTrade.

You will also receive a copy of the Code whenever there are material amendments made to the Code. At such time, you will be required to acknowledge receipt of the amended Code and certify that you have read and understand the amended Code. A copy of the most recent Code of Ethics can be found in the Compliance section of your Company's intranet and also may be viewed within CCH iTrade.

REVIEW

All reports and certifications submitted by Supervised Persons pursuant to this Code shall be reviewed by the Chief Compliance Officer of the Supervised Person's Company or by his or her designee.

GIFTS AND BUSINESS ENTERTAINMENT

No Supervised Person of the Company shall receive (or give) any gift (including gifts of nominal value as noted below), entertainment, or other consideration in merchandise, service, or otherwise that is excessive in value or frequency from (or to) any person, firm, corporation, association or other entity ("Outside Entity") that does business with or on behalf of an Advisory Client or the Company. As described more fully below, gifts are generally subject to a $100 limit. Notwithstanding the guidance set forth below, please note that giving or receiving gifts or entertainment to or from federal, state or local government officials, and state or local pension or retirement plan officials, may be subject to more stringent requirements. Please consult with your local Compliance or Legal Departments for further guidance.

GIFTS. The term "gift" includes the giving or receipt of gratuities, merchandise, service, and the enjoyment or use of property or facilities for personal use. The term "gift" does not include "business entertainment" as defined more fully below, but does include meals, tickets to events and other entertainment that does not qualify as "business entertainment."

a. Gifts must be reasonable in terms of frequency and value. It may be reasonable to give or receive gifts at a more frequent basis under certain limited circumstances, i.e., holiday season.

b. Do not accept gifts, favors, or other things of value which could influence your decision-making or make you feel beholden to a person or an Outside Entity.

c. Do not offer gifts, favors, or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making an Outside Entity feel beholden to the Company.

d. Gifts should not be sent to a Supervised Person's home. If they are, the Supervised Person must request that the gift giver discontinue this practice in the future.

e. You may RECEIVE gifts from an Outside Entity so long as their aggregate annual value does not exceed the equivalent of $100. You may GIVE gifts to an Outside Entity so long as the aggregate annual value does not exceed the equivalent of $100.

f. To determine an item's value, you should use the higher of cost, face, or market value (i.e., what it would cost to purchase on the open market).

g. If a department (as opposed to an individual) receives a gift that is valued in excess of the $100 limit, it can be shared among Supervised Persons, provided no single Supervised Person's pro rata share of the gift exceeds the $100 limit.

h. Under no circumstances should cash gifts be given to or accepted from an Outside Entity. A gift card or gift certificate not in excess of the $100 limit (i.e., American Express Gift Cards, Starbuck Gift Cards, etc.) can be accepted from an Outside Entity if the gift certificate is not convertible into cash, except for amounts under $10 not spent when the gift certificate or card is used.

i. Any gift received that is prohibited should be refused; however, if it is not possible in the interest of business, the gift should be donated to a charitable organization after consultation with your immediate supervisor and Compliance. Alternatively, with the approval of your Chief Compliance Officer, the gift can be awarded to the winner of a random drawing of an identified group of employees of an appropriate size.

j. This policy applies to gifts given to or received by family and friends on behalf of employees, vendors or clients.

k. Gifts of nominal value that either have our logo or the giving firm's logo are excluded from this policy as long as the value of the gift does not exceed $50.00 (i.e., such items will not count toward the annual $100 limit from an Outside Entity and need not be reported). Nonetheless, as noted previously in this Code, the giving or receipt of gifts of nominal value should not be so frequent as to raise any question of impropriety.

l. Gifts offered or received in connection with a bona fide personal relationship are excluded from this policy (e.g., personal gift given in recognition of a life event, such as a baby or wedding gift).

EXCEPTIONS. If a Supervised Person believes that it would be appropriate to give a gift with a value exceeding the $100 limit, he or she must submit a written request to, and obtain written approval from, his or her Chief Compliance Officer BEFORE (whenever feasible) the gift is given. The request should specify
(i) the name of the giver; (ii) the name of the intended recipient and his or her employer, if applicable; (iii) a description of the gift; (iv) the gift's monetary value; (v) the nature of the business relationship; and (vi) the reason the gift is being given. NO EXCEPTIONS WILL BE GRANTED FOR GIFTS SUBJECT TO FINRA'S $100 GIFT LIMIT.(5)

REPORTING OF GIFTS. All Supervised Persons are required to complete a record of gifts given and received within thirty days. If your Company uses CCH iTrade for reporting purposes, you should report the gift accordingly. If your Company does not use CCH iTrade for this purpose, you should use the Report of Offer or Receipt of Gift form attached to this Code as Appendix XVI for this purpose. You are required to send these forms to your local Compliance Department within thirty days. All departmental gifts and their disposition must be appropriately documented by the division head or his or her designee.

BUSINESS ENTERTAINMENT. Business entertainment is considered part of a business relationship and occurs when a Company's employee is in the presence of an Outside Business contact (either when the business contact is being entertained by a Company's employee or vice versa). If a Company's employee and the Outside Business contact do not both plan to be present, the item will be considered a gift and be subject to the gift restrictions and reporting requirements noted above.

a. Entertainment must be reasonable in terms of frequency and value.

b. Do not accept entertainment of value which could influence your decision-making or make you feel beholden to a person or an Outside Entity.

c. Do not offer entertainment of value that could be viewed as overly generous or aimed at influencing decision-making or making an Outside Entity feel beholden to the Company.

d. Entertainment involving personnel associated with Outside Entities may only be used to foster and promote business relationships with Outside Entities.

(5) FINRA Rule 3220, Influencing or Rewarding Employees of Others, provides:
"No member or person associated with a member shall, directly or indirectly, give or permit to be given anything of value, including gratuities, in excess of one hundred dollars per individual per year to any person, principal, proprietor, employee, agent or representative of another person where such payment or gratuity is in relation to the business of the employer of the recipient of the payment or gratuity. A gift of any kind is considered a gratuity."

e. You may attend business meals, business related conferences, sporting events and other entertainment events at the expense of the giver, so long as the expense is reasonable and both you and the giver are present.

f. You may not accept or offer air transportation nor may you accept hotel or other accommodations without obtaining prior written approval from your Chief Compliance Officer or his or her designee. You must also obtain prior written approval from your supervisor (the person to whom you report) for all air travel, conferences, and business events that require overnight accommodations.

g. This policy applies to entertainment given to or received by family and friends on behalf of employees, vendors or clients.

h. Entertainment offered or received in connection with a bona fide personal relationship is excluded from this policy (e.g., dinner at the home of a long-time personal friend).

REPORTING OF BUSINESS ENTERTAINMENT. Business entertainment received from an Outside Entity that exceeds $100 in the aggregate per quarter should be reported within thirty days after the quarter end. If your Company uses CCH iTrade for reporting purposes, you should report business entertainment received accordingly. If your Company does not use CCH iTrade for this purpose, you should use the Report of Receipt of Business Entertainment form attached to this Code as Appendix XVII for this purpose. You are required to send these forms to your local Compliance Department within thirty days after the calendar quarter end. Business entertainment given should be reported in accordance with your Company's expense policies and procedures. As a reminder, the giver of any entertainment must be present in order to be considered business entertainment. If the giver is not present, the entertainment will be considered a gift and must comply with the requirements applicable to gifts as noted above.

ILLEGAL PAYMENTS

Federal, State, and laws of other countries prohibit the payment of bribes, kickbacks, inducements or other illegal gratuities or payments by or on behalf of any of the Companies. Each Company, through its policies and practices, is committed to comply fully with these laws. The U.S. Foreign Corrupt Practices Act makes it a crime to corruptly give, promise or authorize payment, in cash or in kind, for any service to a foreign government official or political party in connection with obtaining or retaining business. If you are solicited to make or receive an illegal payment, or have any questions regarding whether any solicitation to receive or make a payment is illegal, contact your Chief Legal Officer or Chief Compliance Officer.

POLITICAL AND CHARITABLE CONTRIBUTIONS

In support of the democratic process, Employees are encouraged to exercise their rights as citizens by voting in all elections. Certain restrictions and obligations, however, are placed on Employees in connection with their political contributions and solicitation activities. In particular, Employees may not make political contributions to candidates or officeholders in a position to direct public business to the Funds or your Company for the purpose of obtaining or retaining advisory business with government entities ("pay to play"). If you make contributions above $2,000 in any calendar year (each contribution individually, or contributions cumulatively at the point the particular contribution would cause total contributions for the year to exceed $2,000) to any candidate or officeholder, you must pre-clear the contribution with your Chief Legal Officer or Chief Compliance Officer. The person requesting approval on behalf of the Company will be required to certify that the contribution is not for the purpose of influencing public business for the Funds or for the purpose of obtaining or retaining advisory business from government entities.

Company may make direct contributions to national or local offices where applicable laws make such contributions illegal. Any Company that seeks to make a political contribution must obtain approval from its Chief Legal Officer or Chief Compliance Officer. The person requesting approval on behalf of the Company will be required to certify that the contribution is not for the purpose of directing public business to the Funds or for the purpose of obtaining or retaining advisory contracts with government entities.

Charitable contributions that are solicited or directed by Advisory Clients or prospective clients or made on behalf of Advisory Clients or prospective clients or made for the purpose of influencing the award or continuation of a business relationship with such Advisory Client or prospective client must be pre-approved by your supervisor and your Chief Compliance Officer.

Depending on the state in which you live or the state in which you are soliciting business, additional requirements may apply. If you are an AGID registered representative, additional restrictions may apply as well. For any questions relating to political and charitable contributions, contact your Chief Compliance Officer.

You must abide by the Company Privacy Policy (the "Privacy Policy") which is attached to this Code of Ethics as Appendix II. The Privacy Policy is designed to protect personal and account information of Advisory Clients from disclosure to any non-affiliated third parties, except as required or permitted by law or certain circumstances and when duly authorized by a Compliance Officer or director of the Company. You will be responsible for attesting to your compliance with the Privacy Policy in your Annual Certification of Compliance.

OUTSIDE BUSINESS ACTIVITIES

Your outside activities must not reflect adversely on the Company or give rise to a real or apparent conflict of interest with your duties to the Company or its Advisory Clients. You must be alert to potential conflicts of interest and be aware that you may be asked to discontinue the outside activity if a potential conflict arises. You may not, directly or indirectly:

(a) Accept a business opportunity from someone doing business or seeking to do business with the Company that is made available to you because of your position within the Company;

(b) Take for oneself a business opportunity belonging to the Company; or

You must obtain pre-approval from your immediate supervisor and your CCO (or his or her designee) for any outside business activities. A form for this purpose is attached to this Code as Appendix XVIII. You must seek new clearance for a previously approved activity whenever there is any material change in relevant circumstances, whether arising from a change in your job or association with the Company or in your role with respect to that activity or organization. You must also notify your immediate supervisor and Compliance of any material change in the terms of your outside activity or when your outside activity terminates.

SERVICE AS DIRECTOR OF A PUBLIC COMPANY

You may not serve on the board of directors or other governing board of a publicly traded entity, unless you have received the prior written approval of your Chief Compliance Officer by completing and submitting the form attached to the Code as Appendix XVIII. Approval will not be given unless a determination is made that your service on the board would be consistent with the interests of the Advisory Clients. If you are permitted to serve on the board of a publicly traded entity, you will be required to comply with your Company's procedures concerning you and those Investment Persons who make investment decisions with respect to the securities of that entity.

COMPLIANCE AND REMEDIAL ACTIONS

Compliance with this Code is considered a basic condition of employment with the Company. A breach of the Code may constitute grounds for remedial actions, which may include, but are not limited to, a letter of caution, warning, or censure, recertification of the Code, disgorgement of profits, imposition of a fine, suspension of trading privileges, termination of officer title, suspension or termination of employment, and/or referral to governmental authorities. The Code of Ethics Sanction Guidelines is attached to this Code as Appendix XIX.

REPORTS TO MANAGEMENT AND TRUSTEES

In connection with any Company-advised Funds, the Chief Compliance Officer of the Company or his or her designee will report promptly any material violations of the Code by Access Persons of the Funds to the Funds' Board of Directors or Trustees as well as Senior Management and Oppenheimer Capital will report all violations of the Code by Access Persons of the Funds, at a minimum, on a quarterly and annual basis.

A material violation would include instances where there is an impact on an Advisory Client account, including the Funds, or where a significant remedial action has been taken in response to a violation of the Code. A significant remedial action means any action that has a significant impact on the violator, such as a material disgorgement of profits, imposition of a significant fine, suspension of trading privileges, suspension or termination.

The quarterly and annual report will, at a minimum:

1. Describe any issues arising under the Code or its procedures since the last report to the Funds' Board, as the case may be, including, but not limited to, information about violations of the Code or procedures and any sanctions imposed in response to such violations;

2. Certify that the Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code; and

3. Certify whether there have been any amendments to the Code of Ethics or its procedures since the last report to the Funds' Board.

REPORTING OF APPARENT OR SUSPECTED VIOLATIONS OF THE FEDERAL SECURITIES LAWS
("WHISTLEBLOWER POLICY")

All Supervised Persons are required to promptly report "apparent" or "suspected" violations in addition to actual or known violations of the federal securities laws or this Code to the Chief Compliance Officer of their Company. Examples of the types of reporting required include, but are not limited to, noncompliance with applicable laws, rules and regulations; fraud or illegal acts involving any aspect of the Company's business; material misstatements in regulatory filings, internal books and records, client records or reports; activity that is harmful to Advisory Clients, including Fund shareholders; and deviations from required controls and procedures that safeguard Advisory Clients and the Company. All such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code. You are encouraged to seek advice from your local Legal Counsel with respect to any action which may violate the Code. For any questions relating to the reporting of violations, please refer to the Policy for Reporting Suspicious Activity and Concerns found in the Compliance section of the Company intranet. You may also contact the Company Group Compliance Manager at (949) 219-2217.

RECORDKEEPING REQUIREMENTS

The Company shall maintain and preserve in an easily accessible place:

A. A copy of this Code, or any other Code of Ethics, that was in effect within the previous 5 years.

B. A record of any violation of this Code and of any action taken as a result of such violation for a period of 5 years following the end of the reporting year in which the violation occurs.

C. A record of any decision, and the reasons supporting the decision, that were used to approve a trade that was deemed an exception to the provisions of this Code.

D. A record of all written acknowledgements of receipt of the Code and amendments for each person covered under the Code within the past 5 years. These records must be kept for 5 years after the individual ceases to be an employee of the Company.

E. A copy of each report submitted under this Code for a period of 5 years.

F. A list of all persons who are, or within the past 5 years were, subject to the reporting requirements of the Code.

G. A record of any decision, and the reasons supporting the decision, that were used to approve an employee's investment in a private placement for at least 5 years after the reporting year in which approval was granted.

H. A record of persons responsible for reviewing Access Persons' reports during the last 5 years.

I. A copy of reports provided to a Fund's Board of Directors or Trustees regarding the Code during the last 5 years.

REQUESTS FOR EXEMPTIONS

Any person may apply for an exemption from a provision of the Code to the Chief Compliance Officer or his or her designee. Such a request must be in writing and must fully describe the basis upon which the request is being made. As part of the reconsideration process, the Chief Compliance Officer or his or her designee will determine if any Advisory Client of the Company may be disadvantaged by the request and will consider any other relevant factors in determining whether to grant or deny the request.

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
APPENDIX I. INSIDER TRADING POLICIES AND PROCEDURES

SECTION I. POLICY STATEMENT ON INSIDER TRADING

A. Policy Statement on Insider Trading

Allianz Global Investors of America L.P. ("the Company") and its affiliated divisions or subsidiaries (collectively, "the Company") forbid any of their officers, directors or employees from trading, either personally or on behalf of others (such as, mutual funds and private accounts managed by the Company), on the basis of material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as "insider trading". This is a group wide policy.

The term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the situation when a person trades while aware of material non-public information or communicates material non-public information to others in breach of a duty of trust or confidence.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

(1) trading by an insider, while aware of material, non-public information; or

(2) trading by a non-insider, while aware of material, non-public information, where the information was disclosed to the non-insider in violation of an insider's duty to keep it confidential; or

(3) communicating material, non-public information to others in breach of a duty of trust or confidence.

This policy applies to every such officer, director and employee and extends to activities within and outside their duties at the Company. Every officer, director and employee must read and retain this policy statement. Any questions regarding this policy statement and the related procedures set forth herein should be referred to your local Chief Compliance Officer .

The remainder of this memorandum discusses in detail the elements of insider trading, the penalties for such unlawful conduct and the procedures adopted by the Company to implement its policy against insider trading.

1. TO WHOM DOES THIS POLICY APPLY?

This Policy applies to all employees, officers and directors (direct or indirect) of the Company ("Covered Persons"), as well as to any transactions in any securities participated in by family members, trusts or corporations controlled by such persons. In particular, this Policy applies to securities transactions by:

- the Covered Person's spouse;

- the Covered Person's minor children;

- any other relatives living in the Covered Person's household;

- a trust in which the Covered Person has a beneficial interest, unless such person has no direct or indirect control over the trust;

- a trust as to which the Covered Person is a trustee;

- a revocable trust as to which the Covered Person is a settlor;

- a corporation of which the Covered Person is an officer, director or 10% or greater stockholder; or

- a partnership of which the Covered Person is a partner (including most investment clubs) unless the Covered Person has no direct or indirect control

over the partnership.

2. WHAT IS MATERIAL INFORMATION?

Trading on inside information is not a basis for liability unless the information is deemed to be material. "Material information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities.

Although there is no precise, generally accepted definition of materiality, information is likely to be "material" if it relates to significant changes affecting such matters as:

- dividend or earnings expectations;

- write-downs or write-offs of assets;

- additions to reserves for bad debts or contingent liabilities;

- expansion or curtailment of company or major division operations;

- proposals or agreements involving a joint venture, merger, acquisition;

- divestiture, or leveraged buy-out;

- new products or services;

- exploratory, discovery or research developments;

- criminal indictments, civil litigation or government investigations;

- disputes with major suppliers or customers or significant changes in the relationships with such parties;

- labor disputes including strikes or lockouts;

- substantial changes in accounting methods;

- major litigation developments;

- major personnel changes;

- debt service or liquidity problems;

- bankruptcy or insolvency;

- extraordinary management developments;

- public offerings or private sales of debt or equity securities;

- calls, redemptions or purchases of a company's own stock;

- issuer tender offers; or

- recapitalizations.

Information provided by a company could be material because of its expected effect on a particular class of the company's securities, all of the company's securities, the securities of another company, or the securities of several companies. Moreover, the resulting prohibition against the misuses of "material" information reaches all types of securities (whether stock or other equity interests, corporate debt, government or municipal obligations, or commercial paper) as well as any option related to that security (such as a put, call or index security).

Material information does not have to relate to a company's business. For example, in Carpenter v. U.S., 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter for The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

3. WHAT IS NON-PUBLIC INFORMATION?

In order for issues concerning insider trading to arise, information must not only be "material", it must be "non-public". "Non-public" information is information which has not been made available to investors generally. Information received in circumstances indicating that it is not yet in general circulation or where the recipient knows or should know that the information could only have been provided by an "insider" is also deemed "non-public" information.

At such time as material, non-public information has been effectively distributed to the investing public, it is no longer subject to insider trading restrictions. However, for "non-public" information to become public information, it must be disseminated through recognized channels of distribution designed to reach the securities marketplace.

To show that "material" information is public, you should be able to point to some fact verifying that the information has become generally available, for example, disclosure in a national business and financial wire service (Dow Jones or Reuters), a national news service (AP or UPI), a national newspaper (The Wall Street Journal, The New York Times or The Financial Times), or a publicly disseminated disclosure document (a proxy statement or prospectus). The circulation of rumors or "talk on the street", even if accurate, widespread and reported in the media, does not constitute the requisite public disclosure. The information must not only be publicly disclosed, there must also be adequate time for the market as a whole to digest the information. Although timing may vary depending upon the circumstances, a good rule of thumb is that information is considered non-public until the third business day after public disclosure.

Material non-public information is not made public by selective dissemination. Material information improperly disclosed only to institutional investors or to a fund analyst or a favored group of analysts retains its status as "non-public" information which must not be disclosed or otherwise misused. Similarly, partial disclosure does not constitute public dissemination. So long as any material component of the "inside" information possessed by the Company has yet to be publicly disclosed, the information is deemed "non-public" and may not be misused.

INFORMATION PROVIDED IN CONFIDENCE. It is possible that one or more directors, officers, or employees of the Company may become temporary "insiders" because of a duty of trust or confidence. A duty of trust or confidence can arise: (1) whenever a person agrees to maintain information in confidence; (2) when two people have a history, pattern, or practice of sharing confidences such that the recipient of the information knows or reasonably should know that the person communicating the material non-public information expects that the recipient will maintain its confidentiality; or (3) whenever a person receives or obtains material non-public information from certain close family members such as spouses, parents, children and siblings. For example, personnel at the Company may become insiders when an external source, such as a company whose securities are held by one or more of the accounts managed by the Company, discloses material, non-public information to the Company's portfolio managers or analysts with the expectation that the information will remain confidential.

As an "insider", the Company has a duty not to breach the trust of the party that has communicated the "material, non-public" information by misusing that information. This duty may arise because the Company has entered or has been invited to enter into a commercial relationship with the company, client or prospective client and has been given access to confidential information solely for the corporate purposes of that company, client or prospective client. This duty remains whether or not the Company ultimately participates in the transaction.

INFORMATION DISCLOSED IN BREACH OF A DUTY. Analysts and portfolio managers at the Company must be especially wary of "material, non-public" information disclosed in breach of corporate insider's duty of trust or confidence that he or she owes the corporation and shareholders. Even where there is no expectation of confidentiality, a person may become an "insider" upon receiving material, non-public information in circumstances where a person knows, or should know, that a corporate insider is disclosing information in breach of a duty of trust and confidence that he or she owes the corporation and its shareholders. Whether the disclosure is an improper "tip" that renders the recipient a "tippee" depends on whether the corporate insider expects to benefit personally, either directly or indirectly, from the disclosure. In the context of an improper disclosure by a corporate insider, the requisite "personal benefit" may not be limited to a present or future monetary gain. Rather, a prohibited personal benefit could include a reputational benefit, an expectation of a "quid pro quo" from the recipient or the recipient's employer by a gift of the "inside" information.

A person may, depending on the circumstances, also become an "insider" or "tippee" when he or she obtains apparently material, non-public information by happenstance, including information derived from social situations, business gatherings, overheard conversations, misplaced documents, and "tips" from insiders or other third parties.

INVESTMENT INFORMATION RELATING TO OUR PROPRIETARY FUNDS AND PRIVATE ACCOUNTS IS NON-PUBLIC INSIDE Information. In the course of your employment, employees may learn about the current or pending investment activities of our proprietary and sub-advised registered and unregistered funds and private clients (e.g. actual or pending purchases and sales of securities). Using or sharing this information other than in connection with the investment of client accounts is considered acting on inside information and therefore prohibited. The Board of the Funds (proprietary and sub-advised) have adopted Portfolio Holdings Disclosure Policies to prevent the misuse of material non-public information relating to the Funds and to ensure all shareholders of the Funds have equal access to portfolio holdings information. In that regard, employees must follow the Funds' policy on disclosure of non-public portfolio holdings information unless disclosure is specifically permitted under other sharing of investment-related information.

4. IDENTIFYING MATERIAL INFORMATION

Before trading for yourself or others, including investment companies or private accounts managed by the Company, in the securities of a company about which you may have potential material, non-public information, ask yourself the following questions:

i. Is this information that an investor could consider important in making his or her investment decisions? Is this information that could substantially affect the market price of the securities if generally disclosed?

ii. To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in The Financial Times, Reuters, The Wall Street Journal or other publications of general circulation?

Given the potentially severe regulatory, civil and criminal sanctions to which you, the Company and its personnel could be subject, any director, officer and employee uncertain as to whether the information he or she possesses is "material non-public" information should immediately take the following steps:

i. Report the matter immediately to the Chief Compliance Officer or the Chief Legal Officer of your Company;

ii. Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by the Company; and

iii. Do not communicate the information inside or outside the Company, other than to your Chief Compliance Officer or Chief Legal Officer.

After the Chief Compliance Officer or Chief Legal Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication or will be allowed to trade and communicate the information.

5. PENALTIES FOR INSIDER TRADING

Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:
civil injunctions, treble damages, disgorgement of profits, jail sentences, fines for the person who committed the violation of up to three times, the profit gained or loss avoided, whether or not the person actually benefited, and fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this policy statement can be expected to result in serious sanctions by the Company, including dismissal of the persons involved.

SECTION II. PROCEDURES TO IMPLEMENT THE POLICY AGAINST INSIDER TRADING

A. Procedures to Implement the Policy Against Insider Trading

The following procedures have been established to aid the officers, directors and employees of the Company in avoiding insider trading, and to aid the Company in preventing, detecting and imposing sanctions against insider trading. Every officer, director and employee of the Company must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties.

TRADING RESTRICTIONS AND REPORTING REQUIREMENTS

1. No employee, officer or director of the Company who is aware of material non-public information relating to the Company , including Allianz AG, may buy or sell any securities of the Company, including Allianz AG, or engage in any other action to take advantage of, or pass on to others, such material non-public information.

2. No employee, officer or director of the Company who is aware of material non-public information which relates to any other company or entity in circumstances in which such person is deemed to be an insider or is otherwise subject to restrictions under the federal securities laws may buy or sell securities of that company or otherwise take advantage of, or pass on to others, such material non-public information.

3. No employee, officer or director of the Company shall engage in a securities transaction with respect to the securities of Allianz AG, except in accordance with the specific procedures published from time to time by the Company.

4. No employee shall engage in a personal securities transaction with respect to any securities of any other company, except in accordance with the specific procedures set forth in the Company's Code.

5. Employees shall submit reports concerning each securities transaction in accordance with the terms of the Code of Ethics and verify their personal ownership of securities in accordance with the procedures set forth in the Code.

6. Because even inadvertent disclosure of material non-public information to others can lead to significant legal difficulties, officers, directors and employees of the Company should not discuss any potentially material non-public information concerning the Company or other companies, including other officers, employees and directors, except as specifically required in the performance of their duties.

B. Information Barrier Procedures

The Insider Trading and Securities Fraud Enforcement Act in the US require the establishment and strict enforcement of procedures reasonably designed to prevent the misuse of "inside" information. Accordingly, you should not discuss material non-public information about the Company or other companies with anyone, including other employees, except as required in the performance of your regular duties. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed; access to computer files containing material non-public information should be restricted.

C. Resolving Issues Concerning Insider Trading

The federal securities laws, including the US laws governing insider trading, are complex. If you have any doubts or questions as to the materiality or non-public nature of information in your possession or as to any of the applicability or interpretation of any of the foregoing procedures or as to the propriety of any action, you should contact your

Chief Compliance Officer. Until advised to the contrary by your Chief Compliance Officer, you should presume that the information is material and non-public and you should not trade in the securities or disclose this information to anyone.

SECTION III. NOTIFYING COMPLIANCE

The obligation to notify Compliance of an insider trading violation applies even if the employee knows or has reason to believe that Compliance has already been informed by other employees.

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
APPENDIX II. PRIVACY POLICY

We consider customer privacy to be a fundamental aspect of our relationship with clients and are committed to maintaining the confidentiality, integrity and security of our current, prospective and former clients' personal information. To ensure our client's privacy, we have developed policies that are designed to protect this confidentiality, while allowing client needs to be served.

OBTAINING PERSONAL INFORMATION

In the course of providing clients with products and services, we may obtain non-public personal information about clients which may come from sources such as account applications and other forms, from other written, electronic or verbal correspondence, from client transactions, from a client's brokerage or financial advisory firm, financial adviser or consultant, and/or from information captured on our internet web sites.

RESPECTING YOUR PRIVACY

As a matter of policy, we do not disclose any personal or account information provided by clients or gathered by us to non-affiliated third parties, except as required or permitted by law. As is common in the industry, non-affiliated companies may from time to time be used to provide certain services, such as preparing and mailing prospectuses, reports, account statements and other information, conducting research on client satisfaction and gathering shareholder proxies. We may also retain non-affiliated companies to market our products and enter in joint marketing agreements with other companies. These companies may have access to a client's personal and account information, but are solely permitted to use this information to provide the specific service or as otherwise permitted by law. We may also provide a client's personal and account information to their respective brokerage or financial advisory firm, Custodian, and/or to their financial adviser or consultant.

SHARING INFORMATION WITH THIRD PARTIES

We reserve the right to disclose or report personal information to non-affiliated third parties, in limited circumstances, where we believe in good faith that disclosure is required under law to cooperate with regulators or law enforcement authorities, to protect our rights or property or upon reasonable request by any mutual fund in which a client has chosen to invest. In addition, we may disclose information about a client or a client's accounts to a non-affiliated third party only if we receive a client's written request or consent.

SHARING INFORMATION WITH AFFILIATES

We may share client information with our affiliates in connection with servicing a client's account or to provide a client with information about products and services that we believe may be of interest to them. The information we share may include, for example, a client's participation in our mutual funds or other investment programs, a client's ownership of certain types of accounts (such as IRAs), or other data about a client's accounts. Our affiliates, in turn, are not permitted to share client information with non-affiliated entities, except as required or permitted by law.

PROCEDURES TO SAFEGUARD PRIVATE INFORMATION

We take seriously our obligation to safeguard client non-public personal information. In addition to this policy, we have also implemented procedures that are designed to restrict access to a client's non-public personal information only to internal personnel who need to know that information in order to provide products or services to such clients. In addition, we have physical, electronic, and procedural safeguards in place to guard a client's non-public personal information.

DISPOSAL OF CONFIDENTIAL RECORDS

We will dispose of records that are knowingly derived from data received from a consumer reporting agency regarding a client that is an individual in a manner that ensures the confidentiality of the data is maintained. Such records include, among other things, copies of consumer reports and notes of conversations with individuals at consumer reporting agencies.

APPENDIX III. GUIDANCE ON BENEFICIAL OWNERSHIP

1. Securities Held By Family Members

(a) Example 1-A:

X and Y are married. Although Y has an independent source of income from a family inheritance and segregates her funds from those of her husbands, Y contributes to the maintenance of the family home. X and Y have engaged in joint estate planning and have the same financial adviser. Since X and Y's resources are clearly significantly directed towards their common property, they will be deemed to be beneficial owners of each other's securities.

(b) Example 1-B:

X and Y are separated and have filed for divorce. Neither party contributes to the support of the other. X has no control over the financial affairs of his wife. Neither X nor Y is a beneficial owner of the other's securities.

X's adult son Z lives in X's home. Z is self-supporting and contributes to household expenses. X is a beneficial owner of Z's securities.

(d) Example 1-D:

X's mother A lives alone and is financially independent. X has power of attorney over his mother's estate, pays all her bills and manages her investment affairs. X borrows freely from A without being required to pay back funds with interest, if at all. X takes out personal loans from A's bank in A's name, the interest from such loans being paid from A's account. X is a significant heir of A's estate. X is a beneficial owner of A's securities.

2. Securities Held by a Company

(a) Example 2-A:

O is a holding company with 5 shareholders. X owns 30% of the shares of the company. Although O does no business on its own, it has several wholly-owned subsidiaries which manufacture oil- related products. X has beneficial interest in the securities owned by O.

3. Securities Held in Trust

(a) Example 3-A:

X is trustee of a trust created for his two minor children. When both of X's children reach 21, each will receive an equal share of the corpus of the trust. X is a beneficial owner of the securities in the trust.

(b) Example 3-B:

X is trustee of an irrevocable trust for his daughter. X is a director of the issuer of the equity securities held by the trust. The daughter is entitled to the income of the trust until she is 25 years old, and is then entitled to the corpus. If the daughter dies before reaching 25, X is entitled to the corpus. X should report the holdings and transactions of the trust as his own.

APPENDIX IV. GUIDANCE ON SHORT TERM PROFIT RECOVERY

The Prohibited Transactions section of the Code provides for the disgorgement of any profit realized by Access Persons and Investment Persons on transactions in the same or equivalent security within 30 days. This applies to the purchase and sale (or sale and purchase) of a security within a 30-day period in any beneficially owned account. The following are various questions and answers to help you understand this provision. If you have any further questions regarding this provision, you should contact your Chief Compliance Officer.

Q. How is the 30-day period measured?

A. A purchase or sale is ordinarily deemed to occur on trade date. If the purchase is considered to be made on day 0, day 31 is the first day a sale of those securities may be made without regard to the profit of recovery rule.

Q. How are profits measured when there is a series of purchases and sales within the 30 calendar day period?

A. A series of purchases and sales will be measured on a last-in, first-out basis until all purchases and sale transactions within a 30-day period are matched. The sum of the profits realized on these paired purchases and sales will be subject to disgorgement. No reduction will be made for losses.

Q. In calculating the amount of profit that can be recovered, does it matter in what order the transactions occur?

A. No, even if the sale precedes the purchase, these transactions will be matched if they occur with a 30-day period.

Q. Is the short sale of a security considered a sale?

A. Yes, a short sale is considered a sale for all purposes (reporting, pre-clearance, and the 30-day profit recovery rule). It is important to keep in mind that when the profits are computed under the 30-day rule, the order of the transactions is not relevant in calculating profit; for example, a sale (or short sale) can be matched against a subsequent purchase. Please note that naked short sales are prohibited under the Code of Ethics.

DERIVATIVE TRANSACTIONS

For the purposes of reporting, pre-clearance and the 30-day profit recovery rule, a transaction in any put or call option (except an option on an Exempt Security or index) or any future on a security (except a future on an Exempt Security or index), will be treated as a derivative transaction. For the purposes of this Code, derivative transactions will be divided into two categories: "call equivalent positions" and "put equivalent positions". A "call equivalent position" is treated as a purchase of the underlying security. Conversely, a "put equivalent position" is treated as a sale of the underlying security. Please note that writing or acquiring naked options are prohibited under the Code of Ethics.

APPENDIX V. AGIMA PERSONAL TRADING PRE-CLEARANCE FORM

THIS FORM MUST BE COMPLETED FOR ALL PERSONAL TRADES PRIOR TO OBTAINING
PRE-CLEARANCE THROUGH CCH ITRADE.

Employee requesting authorization (Please Print):               _________________

Ticker Symbol (or CUSIP):                                       _________________

Purchase or sale (PROVIDE QUANTITY):                            [ ] Buy   [ ] Sell

To the best of your knowledge are any orders to purchase or
sell this security by any clients currently open?               [ ] Yes   [ ] No

To the best of your knowledge are any new account openings or
account terminations being processed which will create orders
in this security?                                               [ ] Yes   [ ] No

APPROVAL TO TRADE REQUIRES APPROVAL OF THIS FORM AS WELL AS APPROVAL THROUGH CCH ITRADE. Approvals for securities traded on a U.S. Stock Exchange are valid until the close of business on the day approval is granted; approvals for securities traded on a Non-U.S. Exchange are valid until the close of the next business day.

By signing below you certify that the above requested transaction is in compliance with the Code of Ethics. YOU ALSO UNDERSTAND THAT FINAL APPROVAL TO TRADE IS NOT GRANTED UNTIL YOU HAVE RECEIVED APPROVAL THROUGH CCH ITRADE.

EMPLOYEE SIGNATURE DATE

MUST BE COMPLETED BY TRADING MANAGER OR HIS/HER DESIGNEE

1.   Does the security qualify for any Code Exemption? If
     yes, please approve the trade. If no, proceed to the
     remaining questions.                                       [ ] Yes   [ ] No

2.   To the best of your knowledge are any orders in the same
     security currently open on tradeblotter.net or OMS)?       [ ] Yes   [ ] No

3.   Were any additional conflicts identified which require
     Compliance review?                                         [ ] Yes   [ ] No

                            APPROVED [ ]   DENIED [ ]


-------------------------------------   ----------------------------------------
 Trading Manager or his/her Designee                      Date

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
APPENDIX VI. TRANSACTIONS IN AGI CLOSED-END FUNDS

EFFECTIVE DATE: December 19, 2005 (last revised January 7, 2008)

APPLICABLE POLICY:

Employees are permitted, within the restrictions described below, to purchase or sell closed-end funds for which Allianz Global Investors Fund Management LLC, or any affiliate, acts as adviser or sub-adviser (each an "AGI Closed-End Fund").

REQUIREMENTS FOR ALL EMPLOYEES:

Prior to purchasing or selling shares in any AGI Closed-End Fund, the employee must complete a pre-clearance form (the "PRECLEARANCE OF AGI CLOSED-END FUND TRANSACTION FORM") and submit it for approval to their Chief Compliance Officer. In determining whether to clear the trade, the Chief Compliance Officer (either the officer to whom the form was submitted or another officer to whom it was assigned for attention) will make an assessment as to whether the transaction complies with the Code of Ethics, including the conditions and standards of business conduct described below.

In order to make an initial purchase of an AGI Closed-End Fund, such fund must have completed all of its initial common and preferred shares offerings and not otherwise be engaged in an offering of its shares. Purchases in the primary market are strictly prohibited. No trades are permitted in:

(i) a particular AGI Closed-End Fund within a three business day period before and a two business day period after such AGI Closed-End Fund's dividend declaration press release (see Closed-End Dividend Blackout Calendar on the Compliance Tab of the AGI Intranet for dividend blackout dates for each AGI Closed-End Fund); and

(ii) a particular AGI Closed-End Fund within a five business day period before and a two business day period after such AGI Closed-End Fund's quarterly earnings release.

If Compliance approves the requested transaction (which must be a market order or limit order that expires no later than 4:00pm EST the business day the clearance is granted), you will have until 4:00pm EST the business day the clearance is granted to purchase or sell the AGI Closed-End Fund. After that time, the pre-clearance will have expired and you will be required to pre-clear the transaction on the next business day.

APPLICABLE HOLDING PERIODS:

Employees may not profit from the purchase and sale (or sale and purchase) of an AGI Closed-End Fund within a thirty (30) day period. Section 16 persons (refer to the section below) may not profit from the purchase and sale (or sale and purchase) of an AGI Closed-End Fund within a six (6) month period. If an employee violates a holding period, any profit realized by the employee must be subject to disgorgement.

REQUIREMENTS FOR OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS:

AGI Closed-End Funds are registered under Section 12 of the Securities and Exchange Act of 1934 (the "Exchange Act"). As such, there are specific reporting requirements under Sections 16(a) and 16(b) of the Exchange Act and Section 30(h) of the Investment Company Act of 1940 (the "Investment Company Act") for officers, directors, principal stockholders (i.e., those owning 10% or more of the outstanding shares of the issuer), investment advisers and their affiliates (collectively, "Section 16 Persons"). If you fall under any of these categories, then you must file electronically the following forms with the Securities and Exchange Commission (the "SEC") and the exchange, if applicable, on which the securities are listed:

- Form 3, "Initial Statement of Beneficial Ownership of Securities," is required to be filed within ten (10) days after you become an officer, director or principal stockholder or other reporting person.

- Form 4, "Statement of Changes in Beneficial Ownership," is required to be filed within two (2) business days following the day on which your transaction is executed.

- Form 5, "Annual Statement of Changes in Beneficial Ownership of Securities," must be filed within forty five (45) days of the closed-end fund's fiscal year.

Each officer, director, or principal stockholder is personally responsible for insuring that his or her transactions comply fully with any and all applicable securities laws, including, but not limited to, the restrictions imposed under Sections 16(a) and 16(b) of the Exchange Act and Section 30(h) of the Investment Company Act. The date of filing with the SEC or exchange is the date the form is received by the SEC or exchange.

NOTE: While individuals are personally responsible to file the forms under Section 16, personnel in the AGI Legal & Compliance Group will manage the actual Section 16 filings on behalf of those individuals with the legal obligation to make such filings. If you are a Section 16 filer, you must ensure that your pre-cleared trade information is given to your Chief Compliance Officer within one business day for filing purposes.

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
APPENDIX VII. AGI CLOSED-END FUNDS PRE-CLEARANCE FORM
(TO BE SUBMITTED TO LOCAL COMPLIANCE OFFICER)

(1)  Name of employee (please print) requesting
     authorization:                                             ______________________________________________

(2)  If different from #1, name of the account where the
     trade will occur:                                          ______________________________________________

(3)  Relationship of (2) to (1):                                ______________________________________________

(4)  Name of brokerage firm and account number:                 ______________________________________________

(5)  Name of fund and type of security
     (e.g. common  or preferred shares):                        ______________________________________________

(6)  Ticker Symbol:                                             ______________________________________________

(7)  Intended number of shares:                                 ______________________________________________

(8)  Is the transaction being requested a purchase or sale?     ______________________________________________
                                                                (NOTE: short sales are not permitted)

(9)  Does the requested transaction violate the Closed-End
     Dividend Blackout Calendar attached to this form?          [ ] Yes   [ ] No

(10) Do you possess material nonpublic information regarding
     the security or the issuer of the security?                [ ] Yes   [ ] No

(11) Have you bought or sold this fund within the last 30
     days?                                                      [ ] Yes   [ ] No

(12) Are you a Section 16 reporting person with respect to
     the fund you wish to buy or sell?                          [ ] Yes   [ ] No

     (a) If yes, have you bought or sold this fund within the
     last six months?                                           [ ] Yes   [ ] No

NOTE: IF YOU HAVE ANY QUESTIONS ABOUT HOW TO COMPLETE THIS FORM PLEASE CONTACT A LOCAL COMPLIANCE OFFICER.

Approvals are valid until the close of business on the day approval has been granted. Accordingly GTC (good till canceled) orders are prohibited. If a trade is not executed by the close of business, you must submit a new preclearance request. Obtaining preclearance satisfies the preclearance requirements of the Code of Ethics (the "Code") and does not imply compliance with the Code's other provisions.

(Signature Requirement on Next Page)

By signing below, the employee certifies the following: The employee agrees that the above requested transaction is in compliance with the Company Code of Ethics.

Employee Signature

Date Submitted

Authorized _____ Not Authorized_____

By:
Printed Name:
Date:

LOCAL COMPLIANCE OFFICER

Authorized _____ Not Authorized_____

By:
Printed Name:
Date:

AGIFM COMPLIANCE

ALLIANZ GLOBAL INVESTORS FUND MANAGEMENT LLC
APPENDIX VIII. NON-PROPRIETARY CLOSED-END FUND PRE-CLEARANCE FORM

(TO BE SUBMITTED TO LOCAL COMPLIANCE OFFICER OF COMPANY THAT ADVISES OR
SUB-ADVISES THE FUND.)

(1)  Name of employee requesting authorization:                 ______________________________________________

(2)  If different from #1, name of the account where the
     trade will occur:                                          ______________________________________________

(3)  Relationship of (2) to (1):                                ______________________________________________

(4)  Name of brokerage firm and account number:                 ______________________________________________

(5)  Name of fund and type of security
     (e.g. common  or preferred shares):                        ______________________________________________

(6)  Ticker Symbol:                                             ______________________________________________

(7)  Intended number of shares:                                 ______________________________________________

(8)  Is the transaction being requested a purchase or sale?     ______________________________________________
                                                                (NOTE: short sales are not permitted)

(9)  Does the requested transaction violate the Closed-End
     Dividend Blackout Calendar attached to this form?          [ ] Yes   [ ] No

(10) Do you possess material nonpublic information regarding
     the security or the issuer of the security?                [ ] Yes   [ ] No

(11) Have you bought or sold this fund within the last 30
     days?                                                      [ ] Yes   [ ] No

(12) Are you a Section 16 reporting person with respect to
     the fund you wish to buy or sell?                          [ ] Yes   [ ] No

     (a) If yes, have you bought or sold this fund within the
     last six months?                                           [ ] Yes   [ ] No

NOTE: IF YOU HAVE ANY QUESTIONS ABOUT HOW TO COMPLETE THIS FORM PLEASE CONTACT A LOCAL COMPLIANCE OFFICER.

(Signature Requirement on Next Page)

By signing below, the employee certifies the following: The employee agrees that the above requested transaction is in compliance with the Company Code of Ethics.

Employee Signature

Employee Name (Print)

Date Submitted

Authorized _____ Not Authorized_____

By:
Printed Name:
Date:

LOCAL COMPLIANCE OFFICER

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
APPENDIX IX. PRIVATE PLACEMENT APPROVAL REQUEST FORM

(Must attach a copy of the private placement memorandum, offering memorandum or any other relevant documents)

Date Submitted: ___/___/___ Employee Name (Print): _____________________________

Dpt/Job Title: ___________________________________________

1. Name of the sponsor's corporation, partnership or other entity:

a) Name of private placement: _____________________________________________

2. The sponsor's corporation, partnership, or other entity is:
[ ] Public [ ] Private

3. Describe the business to be conducted by the issuer of the private placement:

4. Nature of your participation: [ ] Stockholder [ ] Selling Agent
[ ] General Partner [ ] Limited Partner
[ ] Other: ________________________

5. Have you received, or will you receive "selling compensation" in connection with the transaction?

[ ] YES [ ] NO If yes, describe the nature of your compensation:

6. Size of offering (if a fund-provide size of fund): ________________________

7. Dollar amount of your participation: ______________________________________

8. Size of your participation as a percentage of total shares or units outstanding: ______________________________________________________________

9. Have you or do you intend to recommend, refer, or solicit others in any way in connection with this investment? [ ] YES [ ] NO

If yes, please describe:

10. Has this private placement been made available to any client account where either you, or the person you report to, exercise investment discretion?
[ ] YES [ ] NO

If no, state why:

11. Describe how you became aware of this private placement: __________________

12. To the best of your knowledge, will this private placement result in an IPO within the next 12-18 months? [ ] YES [ ] NO

13. Are you aware of any conflicts or potential conflicts as a result of your position in the Company and your participation in this private placement?

[ ] YES [ ] NO

If YES, please describe in detail. ________________________________________

Employee Signature

Approved [ ]   Disapproved [ ]   ________________________   Date: ___/___/___
                                 Immediate Supervisor

Approved [ ]   Disapproved [ ]   ________________________   Date: ___/___/___
                                 Chief Investment Officer
                                 (where applicable)

Approved [ ]   Disapproved [ ]   ________________________   Date: ___/___/___
                                 Chief Operating Officer
                                 (where applicable)

Approved [ ]   Disapproved [ ]   ________________________   Date: ___/___/___
                                 Chief Compliance Officer

FOR NFJ INVESTMENT GROUP L.L.C. ONLY

Approved [ ]   Disapproved [ ]   ________________________   Date: ___/___/___
                                 Chief Compliance Officer

Approved [ ]   Disapproved [ ]   ________________________   Date: ___/___/___
                                 Executive Committee Member
                                 (investment professional)

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
APPENDIX X. QUARTERLY TRANSACTION REPORT

As an Access Person, you are required to report your personal security transactional information to your local Compliance Department NO LATER THAN 30 CALENDAR DAYS AFTER THE END OF EACH CALENDAR QUARTER unless the personal security transaction(s), executed in your brokerage or Mutual Fund account(s), meets one of the following criteria:

1) Your account is maintained with a designated broker whereby your local Compliance Department is aware of and has access to your personal security transactions via confirms and personal account statements;

2) Your account is maintained with a non-designated broker that has been approved by your local Compliance Department whereby the Compliance Department is receiving duplicate copies of your transactional confirms and personal account statements; or

3) Your quarterly security transactions involved securities that are exempt(1) from the reporting provisions pursuant to the Company Code even though such security transactions were executed in an account maintained with an approved non-designated broker that is unable to provide duplicate confirms or personal account statements.

Complete the section of this Form if you have effected a Security transaction in your beneficially owned brokerage, Mutual Fund or trading account that does not meet any of the above criteria. You must provide this information on such security transactions to your local compliance department no later than the 30th calendar day following the end of the calendar quarter.

The following are my Securities transactions (other than Exempt Transactions) that have not been reported to my local Compliance Department:

                                 Security Name and     Number of Shares
                                Ticker or CUSIP (if      and Principal
                              applicable, interest &      Amount (if
    Date         Buy/Sell         maturity date)          applicable)     Unit Price   Broker Name   Account Number
------------   ------------   ----------------------   ----------------   ----------   -----------   --------------

[Signature required on next page]

By signing this document, I am certifying that I have met the quarterly reporting requirements pursuant to the Allianz Global Investors of America's Code in regards to disclosing my beneficially owned brokerage account(s) and any securities transactions that were effected in such account(s) for this quarterly reporting period.

_____/______/_______                    ----------------------------------------
Date                                    Signature

                                        ----------------------------------------
                                        Print Name

----------

(1) You do not have to report any transactions that were executed in the following securities: 1) U.S. Government Securities, 2) Bank Certificates of Deposit, 3) Banker's Acceptances, 4) Commercial Paper, 5) High Quality Short-Term Debt Instruments (including repurchase agreements), 6) U.S. Government Agency Securities, 7) Money Market Funds, and 8) Shares of Registered Open-End Investment Companies that are not advised by AGIFM or sub-advised by your Company.

APPENDIX XI. NAIF INITIAL ACKNOWLEDGEMENT CERTIFICATION
OF CODE OF ETHICS

INITIAL ACKNOWLEDGEMENT FORM

I acknowledge that I have received and understand the Allianz Global Investors of America L.P. Code of Ethics, which includes the Insider Trading Policies and Procedures (the "Code"). I agree to abide by the provisions of the Code as it relates to my tenure as a Director of the Nicholas-Applegate Institutional Funds.

Date:                                   Signature:
      -------------------------------              -----------------------------
                                        Print Name:
                                                    ----------------------------

APPENDIX XII. NAIF QUARTERLY TRANSACTION REPORT

As a NAIF Trustee or officer of NAIF, you are required to report your personal security transactional information to Legal/Compliance no later than 30 calendar days after the end of each calendar quarter, if you knew or should have known that during the 15 day period immediately before or after the trustee's transaction in a Covered Security, NAIF purchased or sold the Covered Security or had considered purchasing or selling the Covered Security.

[ ] To my knowledge, I did not transact in any security during the 15 day period immediately before or after NAIF purchased or sold such security or considered purchasing or selling such security.

The following are my Covered Securities transactions that are required to be reported in accordance with the Code:

                                 SECURITY NAME AND     NUMBER OF SHARES
                                TICKER OR CUSIP (IF      AND PRINCIPAL
                              APPLICABLE, INTEREST &      AMOUNT (IF
    DATE         BUY/SELL         MATURITY DATE)          APPLICABLE)     UNIT PRICE   BROKER NAME   ACCOUNT NUMBER
------------   ------------   ----------------------   ----------------   ----------   -----------   --------------

By signing this document, I am certifying that I have met the quarterly reporting requirements pursuant to the Code in regards to disclosing any securities transactions that were effected in my account(s) for this quarterly reporting period.

Date:                                   Signature:
      -------------------------------              -----------------------------
                                        Print Name:
                                                    ----------------------------

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
APPENDIX XIII. INITIAL ACKNOWLEDGEMENT OF RECEIPT OF CODE OF ETHICS

I hereby certify that I have read and understand the Allianz Global Investors of America L.P. Code of Ethics, and its related policies, including the Insider Trading Policies and Procedures (collectively, the "Code"). I understand that I have a fiduciary duty to the Company's Advisory Clients and that I have an obligation to promptly report suspected violations of the federal securities laws to the Chief Compliance Officer or Chief Legal Officer of my Company. Pursuant to such Code, I recognize that if I am deemed an Access Person, I must disclose or report all personal securities holdings and transactions required to be disclosed or reported thereunder and comply in all other respects with the requirements of the Code. Pursuant to the Code, I recognize that if I am a Non-Access Person, I must comply with the requirements of the Code applicable to me as a Non-Access Person. I also agree to cooperate fully with any investigation or inquiry as to whether a possible violation of the Code has occurred. I understand that any failure to comply in all aspects with the foregoing and these policies and procedures may lead to sanctions, including dismissal.

Date:
      -------------------------------   ----------------------------------------
                                        Signature

                                        ----------------------------------------
                                        Print Name

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
APPENDIX XIV. INITIAL REPORT OF PERSONAL SECURITIES HOLDINGS
AND BROKERAGE ACCOUNTS

I hereby certify that the following is a complete and accurate listing as of the date hereof, of all beneficially owned brokerage accounts or Mutual Fund accounts and Securities held therein. I understand that I must provide this information to my local Compliance Department NO LATER THAN TEN (10) CALENDAR DAYS AFTER MY START DATE. The information supplied must be current as of a date no more than forty-five (45) days before becoming an employee. Failure to comply within this time period will be considered a violation of the Company Code of Ethics.

I. BROKERAGE AND MUTUAL FUND ACCOUNTS MAINTAINED: I currently maintain the following brokerage accounts or Mutual Fund accounts with brokerage facilities (list below and attach the most recent account statement containing ALL information required below):

                                                               Relationship to
                                                                   Account
Name on Account   Name of Brokerage Firm   Account Number(s)        Holder
---------------   ----------------------   -----------------   ---------------

IA. I currently do not maintain any accounts required to be reported under the Code: ____________ (Initial)

II. SECURITIES OWNED: List each Security required to be reported under the Code below, including investments in privately placed securities. For Securities held in account(s) listed above, you may alternatively attach the most recent brokerage or Mutual Fund account statement(s) containing ALL information required below:

                    Security Type                     Market Value or
Security Name   (CS, Bond, MF, etc.)   # of Shares   Principal Amount   Date Acquired
-------------   --------------------   -----------   ----------------   -------------

Use additional sheets if necessary.

IIA. I currently do not own any Securities required to be reported under the Code: ___________ (Initial)

Except where exceptional circumstances exist, accounts are required to be held with a Designated Broker. Accordingly, unless I am granted approval to maintain these accounts outside of a Designated Broker, I agree to transfer them as soon as possible (generally thirty days or less) to a Designated Broker. Pending transfer of these accounts to a Designated Broker, I will not effect any brokerage transactions in these accounts and I will arrange for my local Compliance Department to receive a duplicate copy of monthly statements for each such account.

REQUEST TO MAINTAIN FULLY DISCRETIONARY MANAGED ACCOUNTS: The account(s) listed below from Section I are fully discretionary managed accounts and I am not involved in investment selections through recommendation,

advice, pre-approval or otherwise, or I am a passive beneficiary of the account and am not involved in the investment decisions. I understand that once approved, and on an annual basis thereafter, I will need to re-certify that nothing has changed as it relates to this account.

III.

Name of Account(s): _______________________________________________________

Account #(s): _____________________________________________________________

Name of Discretionary Firm(s) Account is Held: ____________________________

Address and Phone Number of Firm(s): ______________________________________

Name of Individual(s) with Discretion to Manage Assets at the Firm: _______

IV. REQUEST TO MAINTAIN OUTSIDE BROKERAGE ACCOUNTS (OTHER THAN FULLY DISCRETIONARY MANAGED ACCOUNTS): I hereby request approval to maintain one or more of the brokerage accounts listed in Section I above, based on the following: Please check the appropriate box(es).

[ ] A participant in the account is employed by another asset management firm or brokerage firm that requires the account to be maintained at such firm. I will arrange for duplicate confirmations and monthly statements to be sent to my local Compliance Department.

List account(s): _____________________________________________________

[ ] Other (explain) ______________________________________________________

List account(s): _____________________________________________________

V. ACKNOWLEDGMENT AND CERTIFICATION

By signing this form, I acknowledge that the information provided is complete and accurate. I agree to promptly notify my Compliance Department of any changes to the above information.

Employee Signature

______/______/______
Date

(Print Name)

(Employee Position/Title)

LOCAL COMPLIANCE GROUP:

[ ] Approved [ ] Not Approved

Signature

Reason for Not Approving Account(s):

Date Notified Employee: ______________________________

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
APPENDIX XV. ANNUAL CERTIFICATION OF COMPLIANCE AND LISTING
OF SECURITIES HOLDINGS

I hereby acknowledge that I have read and understand the Allianz Global Investors of America L.P. Code of Ethics, and its related policies, including the Insider Trading Policies and Procedures (collectively, the "Code"), and recognize the responsibilities and obligations incurred by my being subject to the Code. I understand that I have a fiduciary duty to the Company's Advisory Clients and that I have an obligation to promptly report suspected violations of the federal securities laws to the Chief Compliance Officer or Chief Legal Officer of my Company. Furthermore, I certify that I have complied with the requirements of the Code for the year ended December 31, _____, and that I have disclosed or reported all personal securities holdings and transactions required to be disclosed or reported thereunder, and complied in all other applicable respects with the requirements of the Code. I also agree to cooperate fully with any investigation or inquiry as to whether a possible violation of the Code has occurred.

If I have been designated an Access Person under the Code, for personal securities account(s) held at Charles Schwab & Co. or a pre-approved non-designated broker(s), I hereby authorize delivery of transactional confirms and account statement(s) in such account(s) to my local compliance department as deemed necessary pursuant to Rule 204-2(a)(12) of the Investment Advisers Act of 1940. I acknowledge that all of my personal securities accounts are reflected completely and accurately as shown below and all securities beneficially owned by me are reflected accurately in such accounts (see below). I also agree to cooperate fully with any investigation or inquiry as to whether a possible violation of the Code has occurred.

A. BROKERAGE AND MUTUAL FUND ACCOUNTS MAINTAINED BY ACCESS PERSONS: I maintain the following brokerage accounts or Mutual Fund accounts with brokerage facilities (list below or attach the most recent account statement containing ALL information required below):

                                                        Relationship
Name of Account   Account Held At   Account Number   to Account Holder
---------------   ---------------   --------------   -----------------

Use additional sheets if necessary.

B. SECURITIES OWNED BY ACCESS PERSONS: Check the applicable box

[ ] My local Compliance Department has access to my transactions in Securities that are held and traded in my personal securities account(s) with Charles Schwab & Co. or with any other brokerage firm that is

providing duplicate copies of transactional confirmations and account statements for my personal securities account(s) to my local Compliance Department as shown above.

[ ] My local Compliance Department does not receive any securities holdings or transactional information on my beneficially owned account(s). Therefore, I have attached a list of all Securities (other than Exempt Securities) that are beneficially owned by me in such account(s) that are shown above.

Date: ___/____/____

Signature

Print Name

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
APPENDIX XVI. REPORT OF GIFT GIVEN OR RECEIVED

NAME/TITLE (PLEASE PRINT)                                       BUSINESS UNIT
-------------------------                        -------------------------------------------
DATE OF GIFT

NAME OF PERSON/INSTITUTION GIVING OR RECEVING
GIFT

YOUR RELATIONSHIP WITH THE PERSON OR
INSTITUTION

DESCRIBE GIFT IN DETAIL, INCLUDE APPROXIMATE
RETAIL VALUE IN US$ (THE HIGHER OF COST, FACE,
OR MARKET) AND STATE WHETHER IT IS A
PROMOTIONAL ITEM. IF GIFT WAS RECEIVED BY YOU
STATE LOCATION WHERE GIFT WAS DELIVERED.

OCCASION OR EVENT, IF ANY, FOR WHICH GIFT HAS
BEEN GIVEN OR RECEIVED

STATE WHETHER THE SAME PERSON/ORGANIZATION HAS   [ ] NO
GIVEN YOU ANY OTHER GIFTS DURING THE CURRENT     [ ] YES (DESCRIBE PRIOR GIFT AND
CALENDAR YEAR                                    APPROXIMATE RETAIL VALUE, AND THE OCCASION
                                                 FOR THE GIFT.)

NAME OF SUPERVISOR AND TITLE

SIGNATURE OF EMPLOYEE AND DATE OF REPORT

ALLIANZ GLOBAL INVESTORS OF AMERICA L.P.
APPENDIX XVII. REPORT OF BUSINESS ENTERTAINMENT RECEIVED

NAME/TITLE (PLEASE PRINT)                                       BUSINESS UNIT
-------------------------                        -------------------------------------------
DATE OF ENTERTAINMENT

NAME OF PERSON/INSTITUTION GIVING
ENTERTAINMENT

YOUR RELATIONSHIP WITH THE PERSON OR
INSTITUTION

DESCRIBE ENTERTAINMENT RECEIVED AND INCLUDE
APPROXIMATE RETAIL VALUE IN US$

STATE WHETHER THE SAME PERSON/ORGANIZATION HAS   [ ] NO
ENTERTAINED YOU DURING THE CURRENT CALENDAR      [ ] YES (DESCRIBE PRIOR ENTERTAINMENT AND
YEAR                                             WHETHER YOU HAVE PREVIOUSLY REPORTED IT.)

NAME OF SUPERVISOR AND TITLE

SIGNATURE OF EMPLOYEE AND DATE OF REPORT

APPENDIX XVIII. OUTSIDE BUSINESS ACTIVITIES

Outside business activities must not reflect adversely on the firm or give rise to real or apparent conflicts of interest with an employee's duties and responsibilities to the firm. Employees must alert Compliance of potential conflicts of interest when they become aware of them. The firm may ask an employee to discontinue any outside activity if a potential conflict arises.

Outside business activity is not permitted if:

1. It engages in a business opportunity that competes with any of the firm's businesses; or

2. You take for yourself a business opportunity belonging to the firm.

Pre-Clearance is required for outside activities, including but not limited to:

- Outside activity which you will be paid, including a second job;

- Any affiliation with another for profit or not-for-profit business as a director, officer, advisory board member, general partner, owner, consultant, holder of % or more of the business voting equity interests or in any similar position;

- Any governmental position, including as an elected official and as a member, director, officer or employee of a governmental agency, authority, advisory board, or other board (e.g. school or library board); and

- Candidate for Elective Office.

You must seek new clearance for a previously approved activity whenever there is any material change in relevant circumstances, whether arising from a change in your position at Allianz, or in your role with respect to the activity or organization.

You must also advise Compliance when you terminate your relationship with the organization.

(REQUEST FORM APPEARS ON NEXT PAGE)

REQUEST TO ENGAGE IN OUTSIDE BUSINESS ACTIVITY WITH A
PROFIT OR NOT-FOR-PROFIT ORGANIZATION

TO: COMPLIANCE

FROM: _______________________________

TITLE: ______________________________

BUSINESS
UNIT: _______________________________

PHONE: ______________________________

DATE
OF REQUEST: _________________________

1. I would like to become a(n) [Check all that apply]

[ ] Director

[ ] Trustee

[ ] Officer

[ ] Member of Advisory Board

[ ] General Partner

[ ] Limited Partner

[ ] Controlling Person

[ ] Consultant/Sole Proprietor

[ ] Employee

[ ] Other ________________________________________

2. Name of Entity: ___________________________________

3. Term of Office: ___________________________________

4. Starting Date: ____________________________________

5. Honorarium, Stipend or Salary (if inapplicable, please so state)

6. Are you serving at the request of Allianz or an Affiliated Entity (check one)?

[ ] Yes [ ] No

7. If yes, identify the name of the individual and affiliated legal entity requesting you to serve:

8. Does the organization have a current business relationship with Allianz or any of its affiliates, including but not limited to a client relationship or vendor relationship?

[ ] Yes [ ] No

9. If yes, describe the nature of the relationship.

10. Do you have a direct or indirect responsibility for any aspect of the relationship?

[ ] Yes [ ] No

11. If yes, describe your involvement with the relationship.

12. In connection with your association with this organization, will you be involved in any of the following? Please check the applicable categories.

[ ] Making Investment Decisions

[ ] Giving Investment Advice

[ ] Managing money

13. If any of the categories noted in 11 apply, please describe the nature of the investment decisions, advice or management of money you will be giving:

14. Approximately how many hours per month do you anticipate devoting to this entity? _____

Please be advised that should this request be approved, you must notify compliance immediately of any real or apparent conflicts of interest that may arise due to your association with this organization. You must also notify Compliance of any changes to the answers that you have provided in response to the questions above.

-------------------------------------   ----------------------------------------
Signature of Employee                   Date

-----------------------------------
Print Name of Employee

-------------------------------------   ----------------------------------------
Print Name of Immediate Supervisor      Signature of Immediate Supervisor


-----------------------------------
Date Immediate Supervisor Approved


For Compliance Department Only

                                        [ ] Approved   [ ] Not Approved
-------------------------------------
Date Reviewed


-------------------------------------   ----------------------------------------
Name of Compliance Officer              Signature of Compliance Officer

Comments:

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

APPENDIX XIX. CODE OF ETHICS SANCTION GUIDELINES

Compliance with the Code is considered a basic condition of employment with the Company. A variety of sanctions may be imposed for violating any provision of the Code. The sanctions listed below are only a guide with respect to violations committed within any calendar year. Depending on the circumstances, and at the discretion of the Compliance Committee, a violation of the Code may result in a more severe or less severe sanction. Repeated violations of the code, even inadvertent violations that do not harm funds or clients, will be viewed as disregarding principals of the Code, and the sanctions can be more severe.

VIOLATIONS INVOLVING PERSONAL SECURITIES TRANSACTIONS

FIRST OFFENSE

- Written warning

- Employee to reread and recertify the Code

SECOND OFFENSE

- Written warning

- Supervisor notified

- Fine imposed ($500 for Investment Personnel and $100 all others)

- Employee to reread and recertify the Code

THIRD OFFENSE

- Written warning

- Supervisor notified

- Fine imposed ($750 for Investment Personnel and $150 all others)

- Trading suspension of 30 days

- Employee to reread and recertify the Code

FOURTH OFFENSE

- Written warning

- Supervisor notified

- Fine imposed ($1000 for Investment Personnel and $200 all others)

- Trading suspension of at least 60 days

- Employee to reread and recertify the Code

IN THE EVENT OF ADDITIONAL OFFENSES, THE COMPLIANCE COMMITTEE WILL CONVENE TO DETERMINE APPROPRIATE REMEDIAL SANCTIONS. THE COMPLIANCE COMMITTEE HAS AUTHORITY TO IMPOSE ANY AND ALL SANCTIONS.

DISGORGEMENT OF PROFITS. If any Access Person fails to pre-clear a trade, violates any applicable blackout period, or violates the prohibition on the purchase or sale of a security on a restricted list, other remedies, including reversal of the trade and/or disgorgement of any profits, will apply in addition to the sanctions listed above.

VIOLATIONS OF THE INSIDER TRADING POLICY AND PROCEDURES

Any violation of the Company's Insider Trading Policy and Procedures will be subject to review by the Chief Legal Officer of the Company and the General Counsel of AGI of America for consideration of the appropriate sanction up to and including termination of employment and reporting to the appropriate regulatory agency.

OTHER VIOLATIONS

For all other violations, the Compliance Committee will convene to determine the appropriate sanctions(s).

MATERIALITY OF VIOLATIONS

Compliance, in consultation with the Chief Legal Officer as appropriate, will determine whether any one violation or series of violations constitutes a material violation of the Code.

No person, including any member of the Compliance Committee, shall participate in a determination of (i) whether he or she personally has committed a violation of the Code, or (ii) the imposition of any sanction in the event he or she committed a violation of the Code.

(PIMCO LOGO)

CODE OF ETHICS
MAY 2009

CODE OF ETHICS (PIMCO LOGO)

PIMCO'S CODE OF ETHICS:
SUMMARY OF CONDUCT AND PERSONAL TRADING RULES*

PIMCO's Code of Ethics contains the rules that govern your conduct and personal trading. These rules are summarized below. Please see the Code for more details.

YOU HAVE THE FOLLOWING FUNDAMENTAL RESPONSIBILITIES:

- You have a duty to place the interests of Clients first

- You must avoid any actual or potential conflict of interest

- You must not take inappropriate advantage of your position at PIMCO

- You must comply with all applicable Securities Laws

YOU MUST PRECLEAR AND RECEIVE APPROVAL FOR YOUR PERSONAL INVESTMENTS BY THE FOLLOWING TWO-STEP PROCESS:

STEP 1: To preclear a trade, you must input the details of the proposed trade into the CCH iTrade System (listed below) and follow the instructions.

http://us-pimcopal/sites/pimco/Departments/Department_code.aspx

STEP 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for 48 hours, unless the information in your preclearance request materially changes. If you do not execute your transaction within the 48 hour period, you must repeat the preclearance process prior to undertaking the transaction.

Certain types of transactions, such as purchases or sales of government securities and open-end mutual funds do not require preclearance and approval. See Sections II.B.2 and II.B.3 of the Code for specific guidance.

BLACK-OUT PERIODS FOR PORTFOLIO PERSONS:

- Purchases within seven days before a Client purchase of the same security

- Sales within seven days before a Client sale of the same security

- Purchases and sales within three days following a Client trade in the same security

PROVISIONS THAT MAY RESTRICT YOUR PERSONAL INVESTMENTS:

- When there are pending client orders in the same security

- Initial public offerings (with certain exceptions for fixed income and other securities)

- Private Placements and hedge funds

- Investments in Allianz SE

- Black-out periods in closed-end funds advised or subadvised by PIMCO

- Securities on PIMCO's Trade Restricted Securities List

- Section 16 holding periods

THE CODE HAS OTHER REQUIREMENTS IN ADDITION TO THOSE SUMMARIZED ABOVE. PLEASE REVIEW THE CODE. REMEMBER THAT YOU CAN BE SANCTIONED FOR FAILING TO COMPLY WITH THE CODE. IF YOU HAVE ANY QUESTIONS, PLEASE ASK THE COMPLIANCE OFFICER.

* Capitalized terms are defined in the Code.

CODE OF ETHICS (PIMCO LOGO)

PIMCO LLC

CODE OF ETHICS
EFFECTIVE: MAY 1, 2009

INTRODUCTION

This Code of Ethics (this "Code") sets out standards of conduct to help PIMCO's directors, officers and employees (each, an "Employee" and collectively, the "Employees") avoid potential conflicts that may arise from their actions and their personal investments. You must read and understand this Code.(1) Your local Compliance Officer is the person responsible for administering this Code and can assist you with any questions.

I. YOUR FUNDAMENTAL RESPONSIBILITIES

PIMCO insists on a culture that promotes honesty and high ethical standards. This Code is intended to assist Employees in meeting the high ethical standards PIMCO follows in conducting its business. The following general fiduciary principles must govern your activities:

- You have a duty to place the interests of Clients first

- You must avoid any actual or potential conflict of interest

- You must not take inappropriate advantage of your position at PIMCO

- You must comply with all applicable Securities Laws

IF YOU VIOLATE THIS CODE OR ITS ASSOCIATED POLICIES AND PROCEDURES PIMCO MAY IMPOSE DISCIPLINARY ACTION AGAINST YOU, INCLUDING FINES, DISGORGEMENT OF PROFITS, AND POSSIBLY SUSPENSION AND/OR DISMISSAL.

II. PERSONAL INVESTMENTS

A. IN GENERAL

In general, when making personal investments you must exercise extreme care to ensure that you do not violate this Code and your fiduciary duties. You may not take inappropriate advantage of your position at PIMCO in connection with your personal investments. This Code covers the personal investments of all Employees and their Immediate Family Members (e.g., persons sharing the same household as the Employee).(2) Therefore, you and your Immediate Family Members must conduct all your personal investments consistent with this Code.

B. PRECLEARANCE AND APPROVAL OF PERSONAL INVESTMENTS

You must PRECLEAR AND RECEIVE PRIOR APPROVAL for all your personal investments unless your personal investment is subject to an exception under this Code. The details of the preclearance and approval process are described below. The Preclearance and Approval Process described below applies to all Employees and their immediate family members.

(1) Capitalized terms in this Code are defined in the Glossary contained in Appendix I.

(2) See Appendix I for the definition of "Immediate Family Member."

CODE OF ETHICS (PIMCO LOGO)

1. PRECLEARANCE AND APPROVAL PROCESS

Preclearance and approval of personal investments helps PIMCO prevent certain investments that may conflict with Client trading activities. Except as provided in Sections II.B.2 and II.B.3 below, prior to executing a personal investment, you must preclear and receive approval for all personal investment transactions by following the two-step preclearance and approval process:

THE PRECLEARANCE AND APPROVAL PROCESS IS A TWO-STEP PROCESS:

STEP 1: To preclear a trade, you must input the details of the proposed trade into the CCH iTrade System (listed below) and follow the instructions. See Sections II.B.2 and II.B.3 for certain transactions that do not require preclearance and approval.

http://us-pimco/sites/pimco/Departments/Department_code.aspx

STEP 2: You will receive notification as to whether your proposed trade is approved or denied. If your proposed trade is approved, the approval is valid for 48 hours, unless the information in your preclearance request materially changes, in which case, you must complete the preclearance process prior to undertaking the transaction. If you do not execute your transaction within the 48 hour period, you must repeat the preclearance process prior to undertaking the transaction. The Compliance Officer will maintain a log of all preclearance requests and approvals or denials.

2. TRANSACTIONS EXCLUDED FROM THE PRECLEARANCE AND APPROVAL REQUIREMENT (BUT STILL SUBJECT TO THE REPORTING REQUIREMENTS).

You are not required to preclear and receive approval for the following personal investment transactions, although you are still responsible for complying with the reporting requirements of Section IV of this Code (each, an "Exempt Reportable Transaction") for these transactions:

A. Purchases or sales of commodity futures and options thereon; currencies as investments, currency futures, currency forwards and options thereon; futures on broad-based indices, options on futures and options on broad-based indices; swaps with respect to currencies, interest rates or broad-based indices; and commodities as investments;

B. The acquisition or disposition of a security as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of securities;

C. Purchases or sales of exchange-traded funds ("ETFs");

D. Transactions in open-end mutual funds managed or sub-advised by PIMCO (i.e. funds managed or sub-advised by PIMCO must be reported but do not need to be precleared). The holdings in your PIMCO 401(k) plan and deferred compensation plan are reported automatically to the PIMCO Legal and Compliance Department; and

CODE OF ETHICS                                                      (PIMCO LOGO)

               E.   Transactions in any account (a) over which neither you nor
                    an Immediate Family Member exercises investment discretion,
                    (b) have no notice of transactions prior to execution, or
                    (c) otherwise have no direct or indirect influence or
                    control. You must still report the account, including the
                    name of any broker, dealer or bank with which you have an
                    account; however, transactions in the account need not be
                    reported. You must contact the Compliance Officer if you
                    have this type of account

3. TRANSACTIONS EXCLUDED FROM THE PRECLEARANCE AND APPROVAL REQUIREMENT AND REPORTING REQUIREMENTS.

All personal investment transactions by Employees must be reported under the Code with a few limited exceptions set forth below. The following investments are exempt from the reporting requirement pursuant to Section IV of the Code (each, an "Exempt Transaction"):

A. Purchases or sales of direct obligations of the U.S. Government or any other national government and futures and options with respect to such obligations;

B. Purchases or sales of bank certificates, bankers acceptances, commercial paper and other high quality short-term debt instruments, including repurchase agreements;

C. Purchases which are made by reinvesting cash dividends including reinvestments pursuant to an Automatic Investment Plan;

D. Purchases or sales of open-end mutual funds not managed or sub-advised by PIMCO (i.e. open-end mutual funds are not required to be reported unless the fund is managed or sub-advised by PIMCO. Transactions in open-end funds do not need to be precleared); or

E. Purchases or sales of unit investment trusts that are invested exclusively in one or more open-end mutual funds that are not advised or sub-advised by PIMCO.

C. ADDITIONAL REQUIREMENTS APPLICABLE TO PORTFOLIO PERSONS

If you are a "Portfolio Person"(3) with respect to a Client transaction, you are subject to the following blackout periods: (4)

1. PURCHASES WITHIN SEVEN DAYS BEFORE A CLIENT PURCHASE. A Portfolio Person may not purchase a security within seven calendar days before a Client account purchases the same security if the Portfolio Person intends, or knows of another Portfolio Person's intention, to purchase the same security for the Client.

(3) See Appendix I for the definition of "Portfolio Person." Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client account, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, and any research analyst that played a role in researching or recommending a particular security.

(4) Transactions that do not require preclearance under Sections II.B.2 and
II.B 3 of the Code are not subject to these blackout periods.

CODE OF ETHICS                                                      (PIMCO LOGO)

          2.   SALES WITHIN SEVEN DAYS BEFORE A CLIENT SALE. A Portfolio Person
               may not sell a security within seven calendar days before a
               Client sells the same security if the Portfolio Person intends,
               or knows of another Portfolio Person's intention, to sell the
               same security for the Client.

          3.   PURCHASES AND SALES WITHIN THREE DAYS FOLLOWING A CLIENT TRADE. A
               Portfolio Person may not purchase or sell a security within three
               days (a) after purchasing or selling the same security for a
               Client or (b) after the Client's trade if he knows that another
               Portfolio Person has purchased or sold such security for the
               Client.

PRIOR TO TRANSACTING, PORTFOLIO PERSONS MUST REPRESENT IN THEIR PRECLEARANCE REQUEST THAT THEY ARE NOT AWARE OF ANY PENDING TRADES OR PROPOSED TRADES IN THE NEXT SEVEN DAYS IN THE SAME SECURITY FOR ANY CLIENTS. PLEASE CONSIDER THE TIMING OF YOUR PERSONAL TRADES CAREFULLY.

D. PROVISIONS THAT MAY RESTRICT YOUR TRADING. If your personal investment falls within one of the following categories, it will generally be denied by the Compliance Officer. It is your responsibility to initially determine if any of the following categories apply to your situation or transaction:

1. PENDING ORDERS. If the aggregate market value of your transaction in the security or a derivative requiring preclearance over a 30 day period across all your Personal Brokerage Accounts exceeds $25,000 and (i) the security is being considered for purchase or sale by a Client or (ii) there is a pending Client order then you CANNOT trade the security and approval will be denied following submission of your preclearance request.

2. INITIAL PUBLIC OFFERINGS, PRIVATE PLACEMENTS AND INVESTMENTS IN HEDGE FUNDS. As a general matter, you should expect that most preclearance requests involving initial public offerings (except for fixed-income, preferred, business development companies, registered investment companies, commodity pools and convertible securities offerings) will be denied. If your proposed transaction is an initial public offering, a private placement or an investment in a hedge fund, the Compliance Officer will determine whether the investment opportunity should be reserved for Clients and whether the investment opportunity has been offered to you by virtue of your position with PIMCO, and generally will be denied.

3. ALLIANZ SE INVESTMENTS. You may not trade in shares of Allianz SE during any designated blackout period. In general, the trading windows end six weeks prior to the release of Allianz SE annual financial statements and two weeks prior to the release of Allianz SE quarterly results. This restriction applies to the exercise of cash-settled options or any kind of rights granted under compensation or incentive programs that completely or in part refer to Allianz SE. The Compliance Officer will check with Allianz SE to determine whether a blackout period is in effect.

4. BLACKOUT PERIOD IN ANY CLOSED END FUND ADVISED OR SUB-ADVISED BY PIMCO. You may not trade any closed end fund advised or sub-advised by PIMCO during a designated blackout period. A list of such blackout periods is available at:

http://us-pimcopal/sites/pimco/Servicing/Compliance/ AllianzAGBlackoutPeriods.aspx

CODE OF ETHICS                                                      (PIMCO LOGO)

               The Compliance Officer will check to determine whether a blackout
               period is in effect.

          5.   TRADE RESTRICTED SECURITIES LIST. The Legal and Compliance
               Department maintains and periodically updates the Trade
               Restricted Securities List that contains certain securities that
               may not be traded by Employees. You are generally prohibited from
               purchasing or selling any security on the Trade Restricted
               Securities List.

          6.   SECTION 16 HOLDING PERIODS. If you are a reporting person under
               Section 16 of the Securities Exchange Act of 1934, with respect
               to any closed end fund advised or subadvised by PIMCO, you are
               subject to a SIX MONTH holding period and you must make certain
               filings with the SEC. It is your responsibility to determine if
               you are subject to Section 16 requirements and to arrange for
               appropriate filings. Please consult the Compliance Officer for
               more information.

E. YOUR ACTIONS ARE SUBJECT TO REVIEW BY A COMPLIANCE OFFICER. The Compliance Officer may undertake such investigation as he or she considers necessary to determine if your proposed trade complies with this Code, including post-trade monitoring. The Compliance Officer may impose measures intended to avoid potential conflicts of interest or to address any trading that requires additional scrutiny.

F. CONSEQUENCES FOR VIOLATIONS OF THIS CODE

1. If determined appropriate by the General Counsel and/or Compliance Officer you may be subject to remedial actions (a) if you violate this Code, or (b) to protect the integrity and reputation of PIMCO even in the absence of a proven violation. Such remedial actions may include, but are not limited to, full or partial disgorgement of the profits you earned on an investment transaction, imposition of a fine, censure, demotion, suspension or dismissal, or any other sanction or remedial action required by law, rule or regulation. As part of any remedial action, you may be required to reverse an investment transaction and forfeit any profit or to absorb any loss from the transaction.

2. PIMCO's General Counsel and/or Compliance Officer shall have the authority to determine whether you have violated this Code and, if so, the remedial actions they consider appropriate or required by law, rule or regulation. In making their determination, the General Counsel and/or Compliance Officer may consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to a Client, your efforts to cooperate with their investigation, and your efforts to correct any conduct that led to a violation.

III. YOUR ONGOING OBLIGATIONS UNDER THIS CODE

This Code imposes certain ongoing obligations on you. If you have any questions regarding these obligations please contact the Compliance Officer.

A. INSIDER TRADING. The fiduciary principles of this Code and Securities Laws prohibit you from trading based on material, non-public information received from any source or communicating this information to others. If you believe you may have access to material, non-public information or are unsure about whether information is material or non-public, please consult a Compliance Officer and the PIMCO Insider Trading Policy and Procedures (see link below). Any violation of PIMCO's Insider Trading Policy may result in penalties that could include termination of employment with PIMCO.

http://us-pimcopal/sites/pimco/Departments/Department_code.aspx

CODE OF ETHICS (PIMCO LOGO)

B. COMPLIANCE WITH SECURITIES LAWS. You must comply with all applicable Securities Laws.

C. DUTY TO REPORT VIOLATIONS OF THIS CODE. You are required to promptly report any violation of this Code of which you become aware, whether your own or another Employee's. Reports of violations other than your own may be made anonymously and confidentially to the Compliance Officer.

IV. YOUR REPORTING REQUIREMENTS

A. ON-LINE CERTIFICATION OF RECEIPT AND ANNUAL COMPLIANCE CERTIFICATION. You will be required to certify your receipt of this Code. On a quarterly basis you must certify that any personal investments effected during the quarter were done in compliance with this Code. You will also be required to certify your ongoing compliance with this Code on an annual basis.

B. REPORTS OF SECURITIES HOLDINGS. You and your Immediate Family Members must report all your Personal Brokerage Accounts and all transactions in your Personal Brokerage Accounts unless the transaction is an Exempt Transaction. You must agree to allow your broker-dealer to provide the Compliance Officer with electronic reports of your Personal Brokerage Accounts and transactions and to allow the Compliance Department to access all Personal Brokerage Account information.

1. APPROVED BROKERS. You and your Immediate Family Members must maintain your Personal Brokerage Accounts with an Approved Broker. The list of Approved Brokers is found at:

http://us-pimcopal/sites/pimco/Departments/Department_code.aspx

If you maintain a Personal Brokerage Account at a broker-dealer other than at an Approved Broker, you will need to close those accounts or transfer them to an Approved Broker within a specified period of time as determined by the Compliance Officer. Upon opening a Personal Brokerage Account at an Approved Broker, Employees are required to disclose the Personal Brokerage Account to the Compliance Officer. By maintaining your Personal Brokerage Account with one or more of the Approved Brokers, you and your Immediate Family Member's quarterly and annual trade summaries will be sent directly to the Compliance Department for review.

2. INITIAL HOLDINGS REPORT. Within ten days of becoming an Employee, you must submit to the Compliance Officer an Initial Report of Personal Brokerage Accounts and all holdings in securities except Exempt Transactions. Please contact the Compliance Officer if you have not already completed this Initial Report of Personal Brokerage Accounts.

3. QUARTERLY AND ANNUAL HOLDINGS REPORT. If you maintain Personal Brokerage Accounts with broker-dealers who are not on the list of Approved Brokers, please contact the Compliance Officer to arrange for providing quarterly and annual reports.

4. CHANGES IN YOUR IMMEDIATE FAMILY MEMBERS. You must promptly notify a Compliance Officer of any change to your Immediate Family Members (e.g., as a result of a marriage, divorce, legal separation, death, adoption, movement from your household or change in dependence status) that may affect the Personal Brokerage Accounts for which you have reporting or other responsibilities.

CODE OF ETHICS (PIMCO LOGO)

V. COMPLIANCE DEPARTMENT RESPONSIBILITIES

A. AUTHORITY TO GRANT WAIVERS OF THE REQUIREMENTS OF THIS CODE

The Compliance Officer, in consultation with PIMCO's General Counsel, has the authority to exempt any Employee or any personal investment transaction from any or all of the provisions of this Code if the Compliance Officer determines that such exemption would not be against the interests of any Client and is consistent with applicable laws and regulations, including Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Investment Company Act. The Compliance Officer will prepare and file a written memorandum of any exemption granted, describing the circumstances and reasons for the exemption.

B. ANNUAL REPORT TO BOARDS OF FUNDS THAT PIMCO ADVISES OR SUB-ADVISES

PIMCO will furnish a written report annually to the directors or trustees of each fund that PIMCO advises or sub-advises. Each report will describe any issues arising under this Code, or under procedures implemented by PIMCO to prevent violations of this Code, since PIMCO's last report, including, but not limited to, information about material violations of this Code, procedures and sanctions imposed in response to such material violations, and certify that PIMCO has adopted procedures reasonably necessary to prevent its Employees from violating this Code.

C. MAINTENANCE OF RECORDS

The Compliance Officer will keep all records at PIMCO's primary office for at least two years and will otherwise keep in an easily accessible place for at least five years from the end of either the fiscal year in which the document was created or the last fiscal year during which the document was effective or in force, whichever is later. Such records include: copies of this Code and any amendments hereto, all Personal Brokerage Account statements and reports of Employees, a list of all Employees and persons responsible for reviewing Employees reports, copies of all preclearance forms, records of violations and actions taken as a result of violations, and acknowledgments, certifications and other memoranda relating to the administration of this Code.

VI. ACTIVITIES OUTSIDE OF PIMCO

A. APPROVAL OF ACTIVITIES OUTSIDE OF PIMCO

1. You may not engage in full-time or part-time service as an officer, director, partner, manager, consultant or employee of any business organization or non-profit organization other than PIMCO or a fund for which PIMCO is an adviser (whether or not that business organization is publicly traded) unless you have received the prior written approval from PIMCO's General Counsel.

2. Without prior written approval, you may not provide financial advice (e.g., through service on a finance or investment committee) to a private, educational or charitable organization (other than a trust or foundation established by you or an Immediate Family Member) or enter into any agreement to be employed or to accept compensation in any form (e.g., in the form of commissions, salary, fees, bonuses, shares or contingent compensation) from any person or entity other than PIMCO or one of its affiliates.

CODE OF ETHICS                                                      (PIMCO LOGO)

          3.   PIMCO's General Counsel may approve such an outside activity if
               he or she determines that your service or activities outside of
               PIMCO would not be inconsistent with the interests of PIMCO and
               its Clients. If you are permitte to serve on the board of a
               publicly traded entity, you will be isolated from those officers
               and employees who make investment decisions with respect to the
               securities of that entity, through an "Ethical Wall" or other
               procedures.

VII. INDEPENDENT CONTRACTORS

Persons who are not Employees but who have access to current information regarding Client trading (such as independent contractors) are considered "Employees" for purposes of this Code. The Compliance Officer may exempt such persons from any requirement hereunder if the Compliance Officer determines that such exemption would not have a material adverse effect on any Client account.

CODE OF ETHICS (PIMCO LOGO)

APPENDIX I

GLOSSARY

The following definitions apply to the capitalized terms used in this Code:

APPROVED BROKER - means a broker-dealer approved by the Compliance Officer. The list of Approved Brokers for each PIMCO location is found at the link listed below or can be obtained from the Compliance Officer.

http://us-pimcopal/sites/pimco/Departments/Department_code.aspx

AUTOMATIC INVESTMENT PLAN - means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

BENEFICIAL OWNERSHIP - means when a person has or shares direct or indirect pecuniary interest in accounts or securities. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, unless specifically excepted by a Compliance Officer, an interest in a Security held by: (1) a joint account to which you are a party, (2) a partnership in which you are a general partner, (3) a partnership in which you or an Immediate Family Member holds a controlling interest and with respect to which Security you or an Immediate Family Member has investment discretion, (4) a limited liability company in which you are a managing member, (5) a limited liability company in which you or an Immediate Family Member holds a controlling interest and with respect to which Security you or an Immediate Family Member has investment discretion, (6) a trust in which you or an Immediate Family Member has a vested interest or serves as a trustee with investment discretion, (7) a closely-held corporation in which you or an Immediate Family Member holds a controlling interest and with respect to which Security you or an Immediate Family Member has investment discretion, or (8) any account (including retirement, pension, deferred compensation or similar account) in which you or an Immediate Family has a substantial economic interest.

CLIENT - means any person or entity to which PIMCO provides investment advisory services.

IMMEDIATE FAMILY MEMBER OF AN EMPLOYEE - means: (1) any of the following persons sharing the same household with the Employee: a person's child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law;
(2) any person sharing the same household with the Employee that holds an account in which the Employee is a joint owner or listed as a beneficiary; or
(3) any person sharing the same household with the Employee in which the Employee contributes to the maintenance of the household and the financial support of such person.

INITIAL PUBLIC OFFERING - means 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.

PERSONAL BROKERAGE ACCOUNT - means (1) any account (including any custody account, safekeeping account and any account maintained by an entity that may act as a broker or principal) in which an Employee has any direct or indirect beneficial interest, including Personal Brokerage Accounts and trusts for the benefit of such persons; and (2) any account maintained for a financial dependent. Thus, the term "Personal Brokerage Accounts" also includes among others:

(i) Trusts for which the Employee acts as trustee, executor or custodian;

(ii) Accounts of or for the benefit of a person who receives financial support from the Employee; and

(iii) Accounts of or for the benefit of an Immediate Family Member.

CODE OF ETHICS (PIMCO LOGO)

PIMCO - means "Pacific Investment Management Company LLC".

PORTFOLIO PERSON - means an Employee, including a portfolio manager with respect to an account, who: (1) provides information or advice with respect to the purchase or sale of a Security, such as a research analyst, or (2) helps execute a portfolio manager's investment decisions. Generally, a Portfolio Person with respect to a Client trade includes the generalist portfolio manager for the Client, the specialist portfolio manager or trading assistant with respect to the transactions in that account attributable to that specialist or trading assistant, and any research analyst that played a role in researching or recommending a particular security.

PRIVATE PLACEMENT - means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) or pursuant to SEC Rules 504, 505 or 506 under the Securities Act of 1933, including hedge funds or private equity funds or similar laws of non-U.S. jurisdictions.

SECURITIES LAWS - means the securities laws of any jurisdiction applicable to any Employee, including for any employee located in the U.S. or employed by PIMCO, the following laws: Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the U.S. Securities and Exchange Commission or the U.S. Department of the Treasury.

CODE OF ETHICS (PIMCO LOGO)

APPENDIX II
(AS ADOPTED AS OF MAY 1, 2009)

PIMCO COMPLIANCE OFFICERS

DAVID FLATTUM
General Counsel

JENNIFER DURHAM
Chief Compliance Officer

STEVEN LUDWIG
Deputy Chief Compliance Officer

KEVIN BROADWATER
Senior Vice President-Attorney

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Ethics Office MyCompliance.fmr.com [Immediate Attention icon]

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2010

RULES FOR EMPLOYEE INVESTING

CODE OF ETHICS FOR PERSONAL INVESTING

Fidelity Funds Version

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Rules for Employee Investing

These Rules for Employee Investing contain the Code of Ethics for Personal Investing, the Policy on Inside Information, and the Rules for Broker-Dealer Employees.

The Fidelity Funds Version of the Code of Ethics for Personal Investing contains rules about owning and trading securities for personal benefit. This version applies to officers, directors, and employees of Fidelity companies that are involved in the management and operations of Fidelity's funds, including investment advisors to the funds and the principal underwriter of the funds. Keep in mind that if you change jobs within Fidelity, a different version of the Code of Ethics may apply to you.

The Policy on Inside Information, which applies to every Fidelity employee, contains rules on inside information and how to prevent its unauthorized use or dissemination.

The Rules for Broker-Dealer Employees apply to employees who have a securities license or who are employed by or associated with one of Fidelity's broker-dealers.

Code of Ethics for Personal Investing 4

This version of the Code of Ethics includes additional rules, which apply to Fund-Advisory Employees as well as Traders, Research Analysts, and Portfolio Managers (see box, page 3).

RULES FOR ALL EMPLOYEES SUBJECT TO THIS CODE OF ETHICS

WHAT'S REQUIRED

Acknowledging that you understand the rules Complying with federal securities laws
Reporting violations to the Ethics Office Disclosing securities accounts and holdings in covered securities Moving covered accounts to Fidelity
Moving holdings in Fidelity funds to Fidelity Disclosing transactions of covered securities Disclosing gifts and transfers of ownership of covered securities Getting approval before engaging in private securities transactions Getting prior approval to serve as a director Clearing trades in advance (pre-clearance)

WHAT'S PROHIBITED

Trading restricted securities
Selling short
Participating in an IPO
Participating in an investment club
Investing in a hedge fund
Excessive trading
Profiting from knowledge of fund transactions Influencing a fund to benefit yourself or others Attempting to defraud a client or fund
Using a derivative to get around a rule

ADDITIONAL RULES FOR FUND-ADVISORY EMPLOYEES

WHAT'S REQUIRED

Surrendering 60-day gains (60-Day Rule)

WHAT'S PROHIBITED

Buying securities of certain broker-dealers Trading after a research note

Additional Rules for Traders, Research Analysts, and Portfolio Managers

All rules listed above for Fund-Advisory Employees, plus the rules in this section

WHAT'S REQUIRED

Notification of your ownership of securities in a research note Disclosing trading opportunities to the funds before personally trading

WHAT'S PROHIBITED

Trading within seven days of a fund you manage

TRUST: IT WORKS FOR ALL OF US -- AND SO DOES GOOD JUDGMENT

The Rules for Employee Investing are fairly comprehensive. They cover most of the personal investing situations a Fidelity employee is likely to find. Yet it's always possible you will encounter a situation that isn't fully addressed by the rules. If that happens, you need to know what to do. The easiest way to make sure you are making the right decision is to follow these three principles:

1. Know the policy.

If you think your situation isn't covered, check again. It never hurts to take a look at the rules.

2. Seek guidance.

Asking questions is always appropriate when you are unclear about what the policy says or how it applies to your situation. Your manager and the Ethics Office are two good places to start.

3. Use sound judgment.

Analyze the situation and weigh the options. Think about how your decision would look to an outsider. The trust of our customers is essential to our business, and ethical behavior by all employees is essential to maintaining that trust.

Knowing and following the Code of Ethics is one of the most important ways we show customers that we're serious about the trust they've placed in us.

CONTACT INFORMATION
Ethics Office
Phone
(001) 617-563-5566
(001) 800-580-8780 Fax (001) 617-385-0939 E-mail: ethics.office@fmr.com Mail zone Z1N Web MyCompliance.fmr.com
PRE-CLEARANCE Web Internal: preclear.fmr.com External: preclear.fi delity.com Phone
(001) 617-563-6109
(001) 800-771-2707

To call the phone numbers from outside the United States or Canada, dial "001" before the number.

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WHO IS SUBJECT TO THIS VERSION OF THE CODE OF ETHICS?

All individuals described in each group below are subject to this version of the Code of Ethics. You can also be placed in a certain group by designation of the Ethics Office.

Fund-Knowledgeable Employees

Employees of Fidelity Management Trust Company (FMTC), Fidelity Pricing and Cash Management Services (FPCMS), and Fidelity Audit Services; certain employees of Corporate Compliance; and employees, including temporary employees, with access to timely fund information (including access to systems such as AS400 trading or development machines).

Fund-Advisory Employees

Employees of Fidelity Management & Research Company (FMR Co.), Fidelity Capital Markets (FCM) and the Core Compliance Group; certain employees of Strategic Advisers, Inc.; employees of Pyramis Global Advisors; members of the Board of Directors of FMR Co. and FMR LLC; elected officers of FMR Co. and FMR LLC; members of the Fidelity Management Committee; attorneys acting as counsel in FMR LLC Legal; and employees, including temporary employees, with access to fund research notes or investment recommendations for the funds.

Traders, Research Analysts, and Portfolio Managers

Employees trading for the funds (traders), employees making investment recommendations for the funds (research analysts), and employees who manage a fund or a portion of a fund's assets (portfolio managers).

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Code of Ethics for Personal Investing

Fidelity Funds Version

Following the rules -- in letter and in spirit

This Fidelity Funds Version of the Code of Ethics contains rules about owning and trading securities for personal benefit. Certain rules, which are noted, apply both to you and to anyone else who is a covered person (see Key Concepts on page 6).

You have a fiduciary duty to never place your own personal interest ahead of the interests of Fidelity's clients, including shareholders of the Fidelity funds. This means never taking unfair advantage of your relationship to the funds or Fidelity in attempting to benefit yourself or another party. It also means avoiding any actual or potential conflicts of interest with the funds or Fidelity when managing your personal investments.

Because no set of rules can anticipate every possible situation, it is essential that you follow these rules not just in letter, but in spirit as well. Any activity that compromises Fidelity's integrity, even if it does not expressly violate a rule, has the potential to harm Fidelity's reputation and may result in scrutiny or further action from the Ethics Office.

WHAT'S REQUIRED

Acknowledging that you understand the rules

When you begin working for Fidelity, and again each year, you are required to:

- acknowledge that you understand and will comply with all rules that apply to you authorize Fidelity to have access to all of your covered accounts (see Key Concepts on page 6) and to obtain and review account and transaction data (including duplicate copies of non-Fidelity account statements) for compliance or employment related purposes

- acknowledge that you will comply with any new or existing rules that become applicable to you in the future

To Do

Promptly respond to the e-mail you receive from the Ethics Office each year requiring you to acknowledge the Code of Ethics. New employees need to respond within 10 days of hire. If you do not have access to e-mail, you may obtain a hard copy of the acknowledgment Form at MyCompliance.fmr.com or by contacting the Ethics Office.

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Respond to the e-mail that you receive from the Ethics Office to acknowledge your understanding of the rules.

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Complying with federal securities laws

In addition to complying with these rules and other company-wide policies, you need to comply with federal securities laws.

Reporting violations to the Ethics Office

If you become aware that you or someone else has violated any of these rules, you need to promptly report the violation.

To Do

Call the Ethics Office Service Line at (001) 617-563-5566 or (001) 800-580-8780. Call the Chairman's Line at (001) 800-242-4762 if you would prefer to speak on a non-recorded line.

Disclosing securities accounts and holdings in covered securities

You must disclose all securities accounts -- those that hold covered securities (see Key Concepts on page 7) and those that do not. You must also disclose all covered securities not held in an account. This rule covers not only securities accounts and holdings under your own name or control, but also those under the name or control (including trading discretion or investment control) of your covered persons (see Key Concepts on page 6). It includes accounts held at Fidelity as well as those held at other financial institutions. Information regarding these holdings must not be more than 45 days old when you submit it.

To Do

Employees newly subject to this rule

Within 10 days of hire or of being notified by the Ethics Office that this version of the Code of Ethics applies to you, submit an Accounts and Holdings Disclosure (available at MyCompliance.fmr.com) showing all of your securities accounts and holdings in covered securities not held in an account. Forward the most recent statement for each account listed to the Ethics Office. If you do not have any securities accounts or applicable holdings, check the appropriate box in the online form confirming that you have nothing to disclose.

Current employees

Each year, you will receive an Annual Accounts and Holdings Report. You will be required to confirm that all information previously disclosed is accurate and complete. As soon as any new securities account is opened, or a preexisting securities account becomes associated with you (such as through marriage or inheritance), complete an Accounts and Holdings Disclosure (available at MyCompliance.fmr.com) with the new information and submit it promptly to the Ethics Office.

On your next Quarterly Trade Verification, confirm that the list of disclosed securities accounts in the appropriate section of the report is accurate and complete.

Use the online form to disclose all new securities accounts and holdings in covered securities not held in an account that become associated with you.

MyCompliance.fmr.com

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KEY CONCEPTS

Certain terms have a specific meaning within this version of the Code of Ethics. These terms are defined as "Key Concepts."

COVERED PERSON

Fidelity is concerned not only that you observe the requirements of the Code of Ethics, but also that those in whose affairs you are actively involved observe the Code of Ethics. This means that the Code of Ethics can apply to persons owning assets over which you have control or influence or in which you have an opportunity to directly or indirectly profit or share in any profit derived from a securities transaction. This may include:

- you

- your spouse or domestic partner who shares your household

- any other immediate family member who shares your household and:

a) is under 18, or

b) is supported financially by you or who financially supports you

- anyone else the Ethics Office has designated as a covered person

This is not an exclusive list, and a covered person may include, for example, immediate family members who live with you but whom you do not financially support, or whom you financially support or who financially support you but who do not live with you. If you have any doubt as to whether a person would be considered a "covered person" under the Code of Ethics, contact the Ethics Office.

IMMEDIATE FAMILY MEMBER

Your spouse, or domestic partner who shares your household, and anyone who is related to you in any of the following ways, whether by blood, adoption, or marriage:

- children, stepchildren, and grandchildren

- parents, stepparents, and grandparents

- siblings

- parents-, children-, and siblings-in-law

COVERED ACCOUNT

The term "covered account" encompasses a fairly wide range of accounts. Important factors to

SELLING SHORT

Selling a security that is on loan to you from a broker-dealer (rather than owned by you) at the time you sell it.

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Moving covered accounts to Fidelity

You and your covered persons need to maintain all covered accounts (see Key Concepts below) at Fidelity Brokerage Services LLC (FBS).

Exceptions

With prior written approval from the Ethics Office, you or your covered persons can maintain a covered account at a broker-dealer other than FBS if any of the following applies:

- it contains only securities that cannot be transferred

- it exists solely for products or services that FBS does not provide

- it exists solely because your covered person's employer also prohibits external covered accounts

- it is managed by a third-party registered investment advisor with discretionary authority over the account

- it is restricted to trading interests in non-Fidelity 529 College Savings Plans only

- it is associated with an ESOP (employee stock option plan) in which a covered person is a participant through his or her current employer, or was from a previous employer, and for which the employee has options that have not yet vested

- it is associated with an ESPP (employee stock purchase plan) in which a covered person is a participant through his or her current employer

- it is required by a direct purchase plan, a dividend reinvestment plan, or an automatic

- investment plan with a public company (collectively, "automatic investment plans")

- in which regularly scheduled purchases are made or planned on a monthly basis

- it is required by a trust agreement it is associated with an estate of which you or any of your covered persons is the executor, but not a beneficiary, and involvement with the account is temporary

- transferring the account would be inconsistent with other applicable rules

To Do

Transfer assets to an FBS account.

Close all external covered accounts except for those that you have received written permission to maintain.

For permission to maintain an external covered account, submit a completed Exception Request Form (available at MyCompliance.fmr.com) to the Ethics Office. Follow the specific instructions for each type of account and provide a current statement for each account.

Comply with any Ethics Office request for duplicate reporting.

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COVERED SECURITY

This definition applies to all persons subject to this version of the Code of Ethics.

Covered securities include securities in which a covered person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such securities, and encompasses most types of securities, including, but not limited to:

- shares of Fidelity mutual funds (except money market funds)

- shares of another company's mutual fund if it is advised by Fidelity (check the prospectus to see if this is the case)

- interests in Fidelity 529 College Savings Plans

- interests in a variable annuity or life insurance product in which any of the underlying assets are held in funds advised by Fidelity, such as Fidelity VIP Funds (check the prospectus to see if this is the case)

- interests in Fidelity's deferred compensation plan reflecting hypothetical investments in Fidelity funds

- interests in Fidelity's deferred bonus plan (ECI) reflecting hypothetical investments in Fidelity funds

- shares of stock (of both public and private companies)

- ownership units in a private company or partnership

- corporate and municipal bonds

- bonds convertible into stock

- options on securities (including options on stocks and stock indexes)

- security futures (futures on covered securities)

- shares of exchange traded funds (ETFs)

- shares of closed-end mutual funds

Exceptions

The following are not considered covered securities (please note that accounts holding non covered securities still require disclosure):

- shares of money market funds (including Fidelity money market funds)

- shares of non-Fidelity open-end mutual funds

- interests in non-Fidelity 529 College Savings Plans

- shares, debentures, or other securities issued by FMR LLC to you as compensation or a benefit associated with your employment

- U.S. Treasury securities

- obligations of U.S. government agencies with remaining maturities of one year or less

- money market instruments, such as certificates of deposit, banker's acceptances, and commercial paper

- currencies

- commodities (such as agricultural products or metals), and options and futures on commodities that are traded on a commodities exchange

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Moving holdings in Fidelity funds to Fidelity

You and your covered persons need to maintain holdings in shares of Fidelity funds in a Fidelity account.

Exceptions -- No Approval Required

You or your covered persons can continue to maintain a preexisting interest in either of the following:

- a Fidelity money market fund

- a variable annuity or life insurance product whose underlying assets are held in Fidelity advised funds

Exceptions -- Approval Required

With prior written approval from the Ethics Office, you or your covered persons can maintain holdings in Fidelity funds in an account outside Fidelity if any of the following applies:

- the holdings are in a defined benefit or contribution plan, such as a
401(k), that is administered by a company at which a covered person is currently employed the holdings are in a retirement plan and transferring them would result in a tax penalty

- the holdings are in an account that is managed by a third-party registered investment advisor with discretionary authority over the account maintaining the holdings in the external account is required by a trust agreement

- the holdings are associated with an estate of which you or any of your covered persons is the executor, but not a beneficiary, and involvement with the account is temporary

- you can show that transferring the holdings would create a significant hardship

To Do

Transfer shares of Fidelity funds to a Fidelity account except for those that you have received written permission to maintain. For permission to maintain shares of Fidelity funds in an account at another financial institution, complete an Exception Request Form (available at MyCompliance.fmr.com). Attach a current statement for each account you list on the form. Forward the form and statement(s) to the Ethics Office.

Disclosing transactions of covered securities

You need to disclose transactions in covered securities made by you or your covered persons. For accounts held at FBS that you have disclosed, the Ethics Office will receive transaction reports automatically. For approved covered accounts held outside FBS, comply with any Ethics Office requests for duplicate reporting. For any other transactions in covered securities (for example, if you or any of your covered persons purchases interests in a Fidelity- advised investment product in a non-broker age account outside Fidelity), you need to disclose this transaction information to the Ethics Office.

Exception

You do not have to report transactions in a covered account if the transactions are being made through an approved discretionary account or under an automatic investment plan (see Key Concepts on page 6), and the details of the account or plan have been provided to the Ethics Office.

To Do

For transactions in covered securities not made through a covered account, submit a completed Securities Transaction Report (available at MyCompliance.fmr.com) to the Ethics Office within 30 days following the end of the quarter in which the transaction was completed.

When requested each quarter, promptly confirm or update your transaction history in covered securities on the Quarterly Trade Verification.

Provide the details of any automatic investment plan to the Ethics Office.

Disclosing gifts and transfers of ownership of covered securities

You need to notify the Ethics Office of any covered securities that you or your covered persons give, donate, or transfer to another party, or that you or your covered persons receive from another party. This includes, among other things, inheritances of covered securities and donations of covered securities to charities.

To Do

Complete a Securities Transaction Report (available at MyCompliance.fmr.com) within 30 days following the end of the quarter during which the gift or transfer was made.

When requested each quarter, promptly confirm or update your history of giving, donating, transferring, or receiving covered securities on the Quarterly Trade Verification.

Getting approval before engaging in private securities transactions

You and your covered persons need prior written approval from the Ethics Office for each and every intended investment in a private placement or other private securities trans action in covered securities. This includes any add-on, any subsequent investment, or any investment whose terms materially differ from any previous approval you may have received.

To Do

Before engaging in any private securities transaction, fill out a Private Transaction Request Form (available at MyCompliance.fmr.com). Get the necessary approval from your manager, division head, or other authority, as described on the request form. Submit the request to the Ethics Office and await approval.

Report the final transaction within 30 days following the end of the quarter in which it was completed using a Securities Transaction Report (available at MyCompliance.fmr.com).

When requested each quarter, promptly confirm or update your transaction history in private securities transactions on the Quarterly Trade Verification.

For private securities transactions offered by a Fidelity company, the Ethics Office will typically preapprove such investments for employees who are offered an opportunity to invest. In such cases, you will receive notification that the offering has been preapproved by the Ethics Office.

Getting prior approval to serve as a director

You need to get prior approval to serve as a director or trustee of any publicly traded company, or of a non-Fidelity privately held company that is likely to issue shares. Approval depends on a determination that the activity will not conflict with the best interests of the funds and their shareholders. Note that the Policy on Outside Activities (available at MyCompliance.fmr.com) requires prior written approval for other activities as well, including accepting additional employment outside Fidelity or participating in an activity that may create an actual or perceived conflict of interest with Fidelity.

To Do

Request approval from both your manager and the Ethics Office before participating in any activities outside Fidelity by completing an Outside Activity Request Form (available at MyCompliance.fmr.com).

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DELEGATING PRE-CLEARANCE RESPONSIBILITIES

In very limited circumstances, you may, with the prior written approval of the Ethics Office, designate someone to obtain preclearance approvals for you. In such a case, the agent is responsible for obtaining the correct approvals, and you are responsible for maintaining reasonable supervision over that person's activities related to pre-clearance.

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Clearing trades in advance (pre-clearance)

You and your covered persons must obtain prior approval from the Ethics Office for any orders to buy or sell a covered security (see "How to Pre-Clear a Trade" in the sidebar). The purpose of this rule is to reduce the possibility of conflicts between personal trades in covered securities and trades made by the funds. When you apply for pre-clearance, you are not just asking for approval, you are giving your word that you and your covered persons:

do not have any inside information on the security you want to trade (see Policy on Inside Information) are not using knowledge of actual or potential fund trades to benefit yourself or others believe the trade is available to the general investor on the same terms will provide any relevant information requested by the Ethics Office

Generally, requests will not be approved if it is determined that your transaction may take advantage of trading by the funds or create an actual or perceived conflict of interest with fund trades.

The rules of pre-clearance

You and your covered persons must obtain preclearance approval before placing any orders to buy or sell a covered security. It is important to understand the following rules before requesting pre-clearance for a trade:

- Pre-clearance approval is only good during the market session for which you receive it. If you do not trade during the market session for which you were granted approval, it expires.

- Place day orders only (orders that automatically expire at the end of the trading session). Good-till-cancelled orders (such as orders that stay open indefinitely until a security reaches a specified market price) are not permitted.

- Check the status of all orders at the end of the market session and cancel any orders that have not been executed. If any covered person leaves an order open and it is executed the next day (or later), it will generate a violation that will be assigned to you.

- Trade only during the regular market hours, or the after-hours trading session, of the exchange(s) where the security in question is traded. Place requests for pre-clearance after the market has been open for a while, as pre-clearance is not available right at market opening. To find out when pre-clearance for a given market typically becomes available, contact the Ethics Office.

Unless an exception listed below applies or the Ethics Office has instructed you otherwise, these pre-clearance rules apply to all your covered accounts -- including

Fidelity accounts and any outside covered accounts that belong to you or any of your covered persons.

Exceptions

You do not need to pre-clear trades or transactions in certain covered securities. These include:

- shares of Fidelity funds

- options and futures on, or ETFs that track, the following indexes: Dow Jones Industrial Average, NASDAQ 100, Russell 1000, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, FTSE 350, Hang Seng 100, Deutscher Aktien IndeX (DAX 30), S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), and Nikkei 225 (note that you do need to pre-clear options, futures, and ETFs on all other indexes)

- options, futures, and ETFs based on one or more instruments that are not covered securities (i.e., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 7 for an expanded list of non-covered securities)

- securities being transferred as a gift or a donation

- automatic dividend reinvestments

- subscription rights

- currency warrants

- the regular exercise of an employee stock option (note that any resulting sale of the underlying stock at current market prices must be pre-cleared)

With the prior written approval of the Ethics Office, there are a few situations where you may be permitted to trade without pre-clearing. These situations are:

trades in a covered account that is managed by a third-party registered investment advisor with discretionary authority over the account trades made through an automatic investment plan, the details of which have been disclosed to the Ethics Office in advance when you can show that a repeated rejection of your pre-clearance request is causing a significant hardship

To Do

Before placing any trade in a covered security, pre-clear it using the Fidelity Global Pre-Clearance System, available at preclear.fmr.com (internal) and preclear.fidelity.com (external).

Immediately cancel any good-till-cancelled orders in your covered accounts.

[Sidebar]

To avoid errors, use these step-by-step instructions:

1. Access the Fidelity Global Pre-Clearance System:
Internal
preclear.fmr.com
External
preclear.fi delity.com
If you are unable to access the Fidelity Global Pre- Clearance System, call the Pre-Clearance Line at (001) 617-563-6109 or (001) 800-771-2707.

Note that pre-clearance for FMR Co. and Pyramis equity traders and their covered persons is not available until noon, local market time.

2. Accurately enter the details of the trade you would like to make. Do not trade unless you receive approval. Note the preclearance reference number for your records.

3. Place your order. Be sure your order is for the same security and direction as your pre-clearance approval. Do not place a good-till-cancelled order.

4. Check the status of your order at the end of the market session.

5. Cancel any orders that have not been executed.

*****

WHAT'S PROHIBITED

Trading restricted securities

Neither you nor your covered persons may trade a security that Fidelity has restricted. If you have been notified not to trade a particular security, neither you nor your covered persons may trade that security until you are notified that the restriction has been removed.

Selling short

The short position in a particular covered security may not exceed the number of shares of that security held in the same account. This prohibition includes selling securities short (see Key Concepts on page 6), buying puts to open, selling calls to open, straddles, and spreads.

Exceptions

- Options and futures on, or ETFs that track, the following indexes: Dow Jones Industrial Average, NASDAQ 100, Russell 1000, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, FTSE 350, Hang Seng 100, Deutscher Aktien IndeX (DAX 30), S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), and Nikkei 225.

- Options, futures, and ETFs based on one or more instruments that are not covered securities (i.e., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 7 for an expanded list of non-covered securities).

Participating in an IPO

Neither you nor your covered persons are allowed to participate in an initial public offering (IPO) of securities where no public market in a similar security of the issuer previously existed. This rule applies to equity securities, corporate debt securities, and free stock offers through the Internet.

Exceptions

- With prior written approval from the Ethics Office, you and your covered persons may participate if:

- you or your covered persons have been offered shares because you already own equity

- in the company you or your covered persons have been offered shares because you are a policyholder or depositor of a mutual company that is reorganizing into a stock company

- you or your covered persons have been offered shares because of employment with the company

To Do

For written approval to participate in an IPO that may qualify as an exception, submit to the Ethics Office a completed Exception Request Form (available at MyCompliance.fmr.com). Do not participate in any IPO without prior written approval from the Ethics Office.

Participating in an investment club

Neither you nor your covered persons may participate in an investment club or similar entity.

Investing in a hedge fund

Neither you nor your covered persons may invest in a hedge fund, alternative investment, or similar investment product or vehicle.

Exceptions

- Investment products or vehicles issued or advised by Fidelity.

- A hedge fund, alternative investment, or similar investment product or vehicle that you or your covered persons bought before joining Fidelity. You must show that you and your covered persons have no influence over the product's or vehicle's investment decisions and that the investment cannot be readily liquidated or that liquidation would cause a significant hardship. The prior written approval of the Ethics Office is required to qualify for this exception. Note that even if your request is approved, neither you nor your covered persons can make any further investments in the product, and the investment must be liquidated at the earliest opportunity.

To Do

To request an exception to invest in an investment product or vehicle issued or advised by Fidelity, submit a completed Private Transaction Request Form (available at MyCompliance.fmr.com) to the Ethics Office. To request an exception to maintain a preexisting investment, submit a completed Private Transaction Request Form (available at MyCompliance.fmr. com) to the Ethics Office. Note that even if your request is approved, neither you nor your covered persons can make any further investments in the product or vehicle, and the investment must be liquidated at the earliest opportunity.

Excessive trading

Excessive trading in covered accounts is strongly discouraged. In general, anyone trading covered securities more than 60 times (other than Fidelity funds) in a quarter across all his or her covered accounts should expect additional scrutiny of his or her trades. Note that you and your covered persons also need to comply with the policies in any Fidelity fund prospectus concerning excessive trading. The Ethics Office monitors

trading activity, and may limit the number of trades allowed in your covered accounts during a given period.

Exception

This rule does not apply to transactions in an account that is managed by a third-party registered investment advisor with discretionary authority over the account.

Profting from knowledge of fund transactions

You may not use your knowledge of transactions in funds or other accounts advised by FMR Co., Pyramis Global Advisors, or any other Fidelity entity to profit by the market effect of these transactions.

Influencing a fund to benefit yourself or others

The funds and accounts advised by Fidelity are required to act in the best interests of their shareholders and clients, respectively. Accordingly, you are prohibited from influencing any of these funds or accounts to act for the benefit of any party other than their shareholders or clients. For example, you may not influence a fund to buy, sell, or refrain from trading a security that would affect that security's price to advance your own interest or the interest of a party that has or seeks to have a business relationship with Fidelity.

Attempting to defraud a client or fund

Attempting to defraud a fund or an account advised by FMR Co., Pyramis Global Advisors, or any other Fidelity entity in any way is a violation of Fidelity's rules and federal law.

Using a derivative to get around a rule

If something is prohibited by these rules, then it is also against these rules to effectively accomplish the same thing by using a derivative. This includes futures, options, and other types of derivatives.

How we enforce the Code of Ethics

The Ethics Office regularly reviews the forms and reports it receives. If these reviews turn up information that is incomplete, questionable, or potentially in violation of this Code of Ethics, the Ethics Office will investigate the matter and may contact you.

If it is determined that you or any of your covered persons has violated this Code of Ethics, the Ethics Office or another appropriate party may take action. Among other things, subject to applicable law, potential actions may include:

- an informational memorandum

- a written warning

- a fine, a deduction from wages, disgorgement of profit, or other payment

- a limitation or ban on personal trading

- referral of the matter to Human Resources

- dismissal from employment

- referral of the matter to civil or criminal authorities

Fidelity takes all Code of Ethics violations seriously, and, at least once a year, provides the funds' trustees with a summary of actions taken in response to material violations of this Code of Ethics.

You should be aware that other securities laws and regulations not addressed by this Code of Ethics may also apply to you, depending upon your role at Fidelity.

Fidelity and the funds retain the discretion to interpret this Code of Ethics and to decide how the rules apply to any given situation.

Exceptions

In cases where exceptions to this Code of Ethics are noted and you may qualify for them, you need to get prior written approval from the Ethics Office. The way to request any particular exception is discussed in the text of the relevant rule. If you believe that you have a situation that warrants an exception that is not discussed in this Code of Ethics, you may submit a written request to the Ethics Office. Your request will be considered by the Ethics Office, and you will be notified of the outcome.

Appeals

If you believe a request of yours has been incorrectly denied or that an action is not warranted, you may appeal the decision. To make an appeal, you need to provide the Ethics Office a written explanation of your reasons for appeal within 30 days of when you were informed of the decision. Be sure to include any extenuating circumstances or other factors not previously considered. During the review process, you may, at your own expense, engage an attorney to represent you. The Ethics Office may arrange for senior management or other parties to be part of the review process. The Ethics Office will notify you in writing about the outcome of your appeal.

ADDITIONAL RULES FOR FUND-ADVISORY EMPLOYEES

WHAT'S REQUIRED

Surrendering 60-day gains (60-Day Rule)

Any sale of covered securities will be matched against any purchases of that security, or its equivalent, in the same account during the previous 60 days (starting with the earliest purchase in the 60-day period). Any gain resulting from any matched transactions must be surrendered. For specific information about how option transactions are treated under this rule, see the sidebar and the examples below.

Gains are calculated differently under this rule than they would be for tax purposes. Neither losses nor potential tax liabilities will be offset against the amount that must be surrendered under this rule.

Exceptions

This rule does not apply:

- to transactions in shares of Fidelity funds to transactions in options and futures on, or ETFs that track, the following indexes: Dow Jones Industrial Average, NASDAQ 100, Russell 1000, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, FTSE 350, Hang Seng 100,

Deutscher Aktien IndeX (DAX 30), S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), and Nikkei 225

- to transactions in options, futures, and ETFs based on one or more instruments that are not covered securities (i.e., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 7 for an expanded list of non-covered securities)

- to transactions made in a covered account that is managed by a third-party registered investment advisor with discretionary authority over the account

- to transactions under an automatic investment plan (see Key Concepts on page 6)

- to tax-planning transactions, provided that there is a demonstration of how the proposed transaction relates to the covered person's tax strategy; this exception is not automatic, is granted on a case-by-case basis, and requires advanced review and written approval of the Ethics Office

- when the rule would impose a substantial unforeseen personal financial hardship on the employee; this exception is not automatic, is granted on a case-by-case basis, and requires advanced review and written approval of the Ethics Office (note that an employee seeking relief must establish a bona fide financial hardship, such as unforeseen medical expenses, and should be prepared to demonstrate, among other things, that he or she possesses no other assets to meet the financial need)

Option transactions under the 60-Day Rule

Option transactions can be matched either to a prior purchase of the underlying security or to prior option transactions in the opposite direction. When matching an option transaction to prior purchases of the underlying security, opening an option position by selling a call or buying a put is treated as a sale and will be matched to any purchases of the underlying security made during the preceding 60 days.

When matching an option transaction to prior option transactions, a closing position is matched to any like opening positions taken during the preceding 60 days.

When exercising an option, the initial purchase or sale of an option, not the exercise or assignment of the option, is matched to any opposite transactions made during the preceding 60 days. The sale of the underlying securities received from the exercise of an option will also be matched to any opposite transactions made during the period. There is no exception to the 60-Day Rule for the selling of securities upon the automatic exercise of an option that is in the money at its expiration date. To avoid surrendering 60-day gains that would result from an automatic liquidation, you need to cancel the automatic liquidation before it happens.

To Do

Before trading a covered security in a covered account that might trigger the 60-Day Rule, make sure you understand how much may have to be surrendered. The calculation may be complicated, especially if options or multiple prior purchases are involved. If you have any questions about this provision, call the Ethics Offi ce at (001) 617-563-5566 or (001) 800-580-8780.

To request permission for a tax-planning or hardship exception, you must contact the Ethics Office before trading. Allow at least two business days for your request to be considered. Approvals will be based on fund trading and other pre-clearance tests.

You are limited to a total of five exceptions per calendar year across all your covered accounts.

[Illustration]
[Table showing examples of the 60-Day Rule]
EXAMPLES

EXAMPLE 1 The March 25 sale is matched to the February 2 purchase (not the January 20 purchase, which was more than 60 days prior). Surrendered: $500 ($5 x 100 shares).

JAN 20 Buy 100 shares at $16 each
FEB 2 Buy 200 shares at $10 each
MAR 1 Buy 200 shares at $17 each
MAR 25 Sell 100 shares at $15 each

EXAMPLE 2 The March 25 call option sale is matched to the February 2 purchase of the underlying security (the call's execution price and expiration date are immaterial). Surrendered: $500 (the premium for selling the option).

FEB 2 Buy 100 shares at $10 each
MAR 25 Sell call option to open for 100 shares at $5; receive $500 premium

EXAMPLE 3 The March 25 call option purchase is a closing transaction and is matched to the February 2 sale (since that opening transaction was made within 60 days).

Surrendered: $200 (difference between premium received and premium paid).

FEB 2 Sell one call option to open at $5;receive $500 premium MAR 25 Buy an identical call option to close at $3;pay $300 premium

*****************

WHAT'S PROHIBITED

Buying securities of certain broker-dealers

Neither you nor your covered persons are allowed to buy the securities of a broker-dealer or its parent company if the Ethics Office has restricted those securities.

Trading after a research note

Neither you nor your covered persons are allowed to trade a covered security of an issuer until two full business days have elapsed (not including the day the note was published) since the publication of a research note on that issuer by any Fidelity entity.

WHAT'S REQUIRED

Notification of your ownership of securities in a research note

You must check the box on a research note you are publishing to indicate any ownership, either by you or your covered persons, of any security of an issuer that is the subject of the research note.

Disclosing trading opportunities to the funds before personally trading

There are three aspects to this rule:

DISCLOSING INFORMATION RECEIVED FROM AN ISSUER

Any time you receive, directly from an issuer, material information about that issuer (that is not considered inside information), you must check to see if that information has been

disclosed to the funds in a research note. If not, you must communicate that information to the funds before you or any of your covered persons personally trade any securities of that issuer in a covered account.

To Do

Confirm whether a Fidelity research note has been published with the relevant information. If not, publish a research note or provide the information to the relevant head of research.

If you are a trader, disclose the information to the analyst covering the issuer.

If you think you may have received inside information, follow the rules in the Policy on Inside Information.

DISCLOSING INFORMATION ABOUT AN ISSUER THAT IS ASSIGNED TO YOU

If you are a research analyst, you must disclose in a research note material information you have about an issuer that is assigned to you before you or any of your covered persons personally trade a security of that issuer in a covered account.

Exception

You or any of your covered persons may be permitted to trade the assigned security in a covered account without publishing a research note if you have obtained the prior approval of both the relevant head of research and the Ethics Office.

To Do

Publish a research note with the relevant information and indicate any ownership interest in the issuer that you or your covered persons may have before personally trading a security you are assigned to cover. Note: You will not be able to obtain pre-clearance approval for your personal trade until two full business days have elapsed (not including the day the note was published) following the publication of your research note.

To request an exception to this rule, first contact the relevant head of research and seek approval. Then contact the Ethics Office for approval. Do not personally trade the security until you have received full approval.

RECOMMENDING TRADING OPPORTUNITIES

In addition, you must recommend for the funds, and, if you are a portfolio manager, trade for the funds, a suitable security before personally trading that security.

Additional Rules for Traders, Research Analysts, and Portfolio Managers

Traders, Research Analysts, and Portfolio Managers are subject to the additional rules for Fund-Advisory Employees, plus the rules in this section.

WHAT'S PROHIBITED

Trading within seven days of a fund you manage

Neither you nor your covered persons are allowed to trade within seven calendar days (not including the day of the trade) before or after a trade is executed in any covered security of the same issuer by any of the funds you manage.

Exceptions

When the rule would work to the disadvantage of a fund You must never let a personal trade prevent a fund you manage from subsequently trading a covered security of the same issuer, if not making the trade would disadvantage the fund. However, you need approval from the Ethics Office before making any trades under this exception. The Ethics Office will need to know, among other things, what new information arose since the date of the trade in your covered account.

When the conflicting fund trade results from standing orders A personal trade may precede a fund trade in the same covered security when the fund's trade was generated independently by the trading desk because of a standing instruction to trade proportionally across the fund's holdings in response to fund cash flows.

When the covered account is independently managed. This exception applies only where a covered account is managed by a third-party registered investment advisor with discretionary authority over the account. To qualify for this exception, you must have previously obtained written approval from the Ethics Office to maintain the managed account.

When the conflicting personal trade or fund trade is in options or futures on, or ETFs that track, the following indexes: Dow Jones Industrial Average, NASDAQ 100, Russell 1000, Russell 2000, S&P 100, S&P 500, S&P Midcap 400, S&P Europe 350, FTSE 100, FTSE Mid 250, FTSE 350, Hang Seng 100, Deutscher Aktien IndeX (DAX 30), S&P/TSX 60, NSE S&P CNX Nifty (Nifty 50), and Nikkei 225.

When the conflicting personal trade or fund trade is in options, futures, or ETFs based on one or more instruments that are not covered securities (i.e., commodities, currencies, and U.S. Treasuries; see Key Concepts on page 7 for an expanded list of non-covered securities).

To Do

Before trading personally, consider whether there is any likelihood that you may be interested in trading a covered security of the same issuer in your assigned funds within seven calendar days following the day of the fund trade. If so, refrain from personally trading in a covered account. If a fund you manage has recently traded a security, you must delay any covered account trades in any covered security of the same issuer for seven calendar days following the day of the most recent fund trade.

Contact the Ethics Office immediately to discuss any situation where these rules would work to the disadvantage of the funds.

LEGAL INFORMATION The Code of Ethics for Personal Investing constitutes the Code of Ethics required by Rule 17j-1 under the Investment Company Act of 1940 and by Rule 204A-1 under the Investment Advisers Act of 1940 for the Fidelity funds, FMR LLC subsidiaries that are the funds' investment advisors or principal underwriters, Fidelity Management Trust Company, subsidiaries of Pyramis Global Advisors Holdings Corp., and any other entity designated by the Ethics Office.

Fidelity is required to provide a copy of this Code of Ethics, and any amendments to it, to all employees covered under it.

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CODE OF ETHICS

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POLICIES & PROCEDURES

AUGUST 1, 2009

Table of Contents

General Procedures                                                             1
Personal Investment Transactions                                               3
   Overview                                                                    3
   Who Is Covered                                                              3
   Accounts Covered                                                            3
   Personal Securities Trading System                                          5
   Account Openings, Changes or Closings                                       5
      Opening an Account                                                       6
      Changes to an Account                                                    6
      Closing an Account                                                       6
      Exceptions                                                               6
      Account in Which TCW Funds Are to be Held                                7
      Opening up a TCW Separately Managed Account                              7
   Preclearance Procedures                                                     7
      General Principles Regarding Securities Transactions                     7
      Exceptions                                                               8
   Trading Restrictions                                                        9
   Additional Restrictions for Investment Personnel                           11
   Securities or Transactions Exempt From Personal Investment Transactions
      Policy                                                                  13
   Exempt Securities Chart                                                    13
   Reporting Of Transactions                                                  19
      Initial Holdings Reports                                                20
      Quarterly Reports                                                       20
      Annual Holdings Reports                                                 20
      Annual Compliance Certification                                         21
Exemptive Relief                                                              21
Policy Statement on Insider Trading                                           23
   TCW Policy on Insider Trading                                              24
      Trading Prohibition                                                     24

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CODE OF ETHICS

Table of Contents

      Communication Prohibition                                               24
      What Is Material Information?                                           25
      What Is Non-Public Information?                                         27
   What Are Some Examples Of How TCW Personnel Could Obtain Inside
      Information And What You Should Do In These Cases?                      27
      Board of Directors Seats or Observation Rights                          27
      Deal-Specific Information                                               29
      Creditors' Committees                                                   30
      Information about TCW Products                                          31
      Contacts with Public Companies                                          32
   What Is The Effect Of Receiving Inside Information?                        33
   Does TCW Monitor Trading Activities?                                       34
   Penalties And Enforcement By SEC And Private Litigants                     34
   What You Should Do If You Have A Question About Inside Information?        35
   Chinese Wall Procedures                                                    35
   Identification Of The Walled-In Individual Or Group                        36
   Isolation Of Information                                                   36
      Restrictions on Communications                                          37
      Restrictions on Access to Information                                   37
   Trading Activities By Persons Within The Wall                              37
   Termination Of Chinese Wall Procedures                                     38
   Certain Operational Procedures                                             41
Certain Operational Procedures                                                42
   Maintenance of Restricted List                                             42
      Exemptions                                                              43
      Consent to Service on Board of Directors and Creditors' Committees      43
Gifts, Entertainment, Payments & Preferential Treatment                       45
   Gifts And Entertainment Received By Employees                              45

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Table of Contents

      Gifts                                                                   45
      Entertainment                                                           45
      Approvals                                                               46
   Gifts And Entertainment Given By Employees                                 47
      Approvals                                                               48
   Special Rule For Registered Persons Of TFD                                 49
      Gifts and Entertainment Given To Unions and Union Officials             50
      Other Codes of Ethics                                                   51
Outside Activities                                                            52
   Outside Employment (Including Consulting)                                  52
   Service as Director                                                        53
   Fiduciary Appointments                                                     54
   Compensation, Consulting Fees and Honorariums                              54
   Participation in Public Affairs                                            54
   Serving As Treasurer of Clubs, Houses of Worship, Lodges                   55
Political Activities & Contributions                                          56
   Introduction                                                               56
   Overview                                                                   56
   Policy on Political Activities and Contributions                           58
      General Rules                                                           58
      General Prohibitions                                                    59
   Rules for Individuals                                                      60
      Responsibility for Personal Contribution Limits                         60
   Political Activities on Firm Premises and Using Firm Resources             62
      Federal, State, and Local Elections                                     62
      On Premises Activities Relating To Federal Elections                    62
      Volunteers Who Are Of Subordinate Rank                                  63
      On Premises Activities Relating To State and Local Elections            63
   Rules for TCW                                                              63
      Federal Elections                                                       63

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iii

Table of Contents

      Contributions to State and Local Candidates and Committees              64
Other Employee Conduct                                                        65
   Personal Financial Responsibility                                          65
   Personal Loans                                                             65
   Taking Advantage of a Business Opportunity That Rightfully Belongs To
      the Firm                                                                65
   Disclosure of a Direct or Indirect Interest in a Transaction               66
   Corporate Property or Services                                             66
   Use of TCW Stationery                                                      66
   Giving Advice to Clients                                                   67
Confidentiality                                                               68
Sanctions                                                                     69
Reporting Illegal or Suspicious Activity -  "Whistleblower Policy"            70
   Policy                                                                     70
   Procedure                                                                  70
Annual Compliance Certification                                               73
Glossary                                                                      74
Endnotes                                                                      E1

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CODE OF ETHICS

General Procedures

The TCW Group, Inc. is the parent of several companies that provide investment advisory services to investment companies, corporate and governmental pension funds, and other institutions and individuals. As used in this CODE OF ETHICS, the FIRM refers to The TCW Group, Inc., TCW ADVISORS, and Trust Company of the West.

This CODE OF ETHICS is based on the principle that the officers, directors and employees of the FIRM owe a fiduciary duty to, among others, the FIRM'S clients. In consideration of this fiduciary duty, you should conduct yourself in all circumstances in accordance with the following general principles:

- You must at all times place the interests of the FIRM'S clients before your own interests.

- You must conduct all of your personal investment transactions consistent with this CODE OF ETHICS and in such a manner that avoids any actual or potential conflict of interest or any abuse of your position of trust and responsibility.

- You must adhere to the fundamental standard that investment advisory personnel should not take inappropriate advantage of their positions for their personal benefit.

- You must adhere to the principle that information concerning the identity of security holdings and financial circumstances of clients is confidential.

- You must comply with those applicable federal securities laws and FIRM policies that are issued from time to time and are applicable to your group.

- Communications with clients or prospective clients should be candid and fulsome. They should be true and complete and not mislead or misrepresent. This applies to all marketing and promotional materials.

- Independence in investment-decision making should be paramount.

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CODE OF ETHICS

General Procedures

- Decisions affecting clients are to be made with the goal of providing equitable and fair treatment among clients.

The effectiveness of the FIRM'S policies regarding ethics depends on the judgment and integrity of its employees rather than on any set of written rules.

Although determining what behavior is necessary or appropriate sometimes is difficult when adhering to these general principles, this CODE OF ETHICS contains several guidelines for proper conduct. The FIRM values its reputation for integrity and professionalism. The FIRM'S reputation is its most valuable asset. The actions of ACCESS PERSONS should be consistent and in furtherance of this reputation.

Accordingly, you must be sensitive to the general principles involved and to the purposes of the CODE OF ETHICS, in addition to the specific guidelines and examples set forth below. If you are uncertain about whether a real or apparent conflict exists between your interests and those of the FIRM'S clients in any particular situation, you should consult the General Counsel or Chief Compliance Officer immediately. Violations of this CODE OF ETHICS constitute grounds for disciplinary actions, including dismissal.

In any situation in which an approval is required for an individual designated under this CODE OF ETHICS to give approvals, such individual may not be one of the approving persons.

Each ACCESS PERSON has received this CODE OF ETHICS and any amendments thereto.

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CODE OF ETHICS

Personal Investment Transactions

Overview

Laws and ethical standards impose on the FIRM, its employees and its directors duties to avoid conflicts of interest between their personal investment transactions and transactions the FIRM makes on behalf of its clients. In view of the sensitivity of this issue, avoiding even the appearance of impropriety is important. The following personal investment transaction policies are designed to reduce the possibilities of such conflicts and inappropriate appearances, while at the same time preserving reasonable flexibility and privacy in personal securities transactions.

Any questions about this Personal Investment Transactions Policy should be addressed to the Personal Securities Administrator at extension 0467 or psa@tcw.com unless otherwise indicated.

Who Is Covered

Except as otherwise noted, the FIRM'S restrictions on personal investment transactions apply to all ACCESS PERSONS. Every employee should consider himself or herself an ACCESS PERSON unless otherwise specifically exempted by the APPROVING OFFICERS or unless he or she falls within a class exempted by the APPROVING OFFICERS. Additionally, a consultant, temporary employee, or other person may be considered an ACCESS PERSON depending on various factors, including length of service, nature of duties and access to FIRM information. Such person will be notified when he or she is considered an ACCESS PERSON.

Accounts Covered

All accounts of an ACCESS PERSON or FIRM director(1) are covered by this policy. This includes all accounts in which the ACCESS PERSON may have a "beneficial interest."

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CODE OF ETHICS

Personal Investment Transactions

The term "beneficial interest" is defined by rules of the SEC. Generally, under the SEC rules, a person is regarded as having a beneficial interest in SECURITIES held in the name of:

- a husband, wife, or domestic partner,

- a minor child,

- a relative or significant other sharing the same house, and

- anyone else if the ACCESS PERSON:

- obtains benefits substantially equivalent to ownership of the SECURITIES,

- can obtain ownership of the SECURITIES immediately or within 60 days, or

- can vote or dispose of the SECURITIES.

An example of an ACCESS PERSON having a "beneficial interest" includes trades in a relative's brokerage account if the ACCESS PERSON is authorized to do trades for that brokerage account, regardless of whether the ACCESS PERSON actually does trades. Whether you have a beneficial interest in the SECURITIES of a relative or significant other sharing the same house can be rebutted only under very limited facts and circumstances. If you believe your situation is unique and therefore rebuts the presumption of beneficial interest, you must contact the Personal Securities Administrator who will coordinate obtaining an approval from the APPROVING OFFICERS.

Under the definition of "beneficial interest", persons other than FIRM personnel may have to comply with this CODE OF ETHICS including, but not limited to spouses, domestic partners, and significant others sharing the same household. The pertinent FIRM ACCESS PERSON must make sure that the outside person is familiar with the requirements of this CODE OF ETHICS. Violations by the outside person constitute violations by the FIRM ACCESS PERSON. If you want the outside person to receive a

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CODE OF ETHICS

Personal Investment Transactions

copy of this CODE OF ETHICS or to attend a CODE OF ETHICS orientation, contact the Personal Securities Administrator.

If you act as a fiduciary with respect to funds and accounts managed outside of the FIRM (e.g., if you act as the executor of an estate for which you make investment decisions), you will have a beneficial interest in the assets of that fund or account. Accordingly, any SECURITIES transactions you make on behalf of that fund or account will be subject to the general trading restrictions set forth below. You should review the restrictions on your ability to act as a fiduciary outside of the FIRM set forth under Outside Activities - Fiduciary Appointments below.

Personal Securities Trading System

The FIRM uses an online personal securities compliance system. This system can be accessed via the internet at http://tcw.starcompliance.com from any location in the world. The system is to be used for all Personal Securities transactions including:

- ACCOUNT openings, changes, or closings (including accounts in which the ACCESS PERSON has a "beneficial interest.")

- Preclearance (make a personal trade request for SECURITIES) discussed below.

- Required Reports (Initial Holdings Report, Quarterly Report, Annual Holdings Report and Annual Certificate of Compliance) discussed below.

Account Openings, Changes or Closings

Because TCW must receive duplicate confirmations and broker statements for all accounts of an ACCESS PERSON and any account in which an ACCESS PERSON has a beneficial interest as defined above, the FIRM must be made aware immediately of all account openings, changes, or closures.

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CODE OF ETHICS

Personal Investment Transactions

Opening an Account

New ACCESS PERSONS or ACCESS PERSONS wishing to open a new brokerage account may do so, but must immediately:

- Enter the account into the StarCompliance system at http://tcw.starcompliance.com

- Ensure that TCW receives duplicate copies of trade confirmations and broker account statements by checking on myTCW to review the list of electronically fed brokers. If the ACCESS PERSON's broker is not listed as electronically fed on myTCW, the ACCESS PERSON is responsible for ensuring that TCW receives duplicate confirmations and broker statements by contacting the broker and requesting that they be sent to TCW. If your broker requires a 407 letter (a release letter allowing TCW to receive duplicate confirms and statements) please contact the Personal Securities Administrator.

Changes to an Account

If the account set up information of an account changes, (for example, a change to the name on the account, the account number, or similar change), the ACCESS PERSON must update the StarCompliance system at http://tcw.starcompliance.com immediately, and the ACCESS PERSON must ensure that duplicate confirmations and broker statements continue to be sent to TCW.

Closing an Account

Once an account has been closed, the ACCESS PERSON must immediately update the status of the account by closing it in the StarCompliance system at http://tcw.starcompliance.com.

Exceptions

The requirements for account openings, changes or closures do not apply to OUTSIDE FIDUCIARY ACCOUNTS, to accounts that hold only third-party mutual funds or to FIRM accounts that exclusively hold shares of the TCW FUNDS.

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Note that while the trades in a NON-DISCRETIONARY ACCOUNT do not have to be reported, the existence of the NON-DISCRETIONARY ACCOUNT must be reported to the Personal Securities Administrator. You will be required to provide satisfactory evidence of its non-discretionary nature as described in the EXEMPT SECURITIES chart below.

Account in Which TCW Funds Are to be Held

All purchases and redemptions by ACCESS PERSONS of any TCW FUND are to be done exclusively through a TCW ACCOUNT. Transactions in the TCW Money Market Fund and redemptions (but not purchases) of shares of the TCW FUNDS out of existing third-party accounts currently held are excepted from this requirement, but only if the accounts are direct accounts and not omnibus accounts. A direct account is one that specifically identifies the beneficial owner with the TCW FUNDS' transfer agent.

Opening up a TCW Separately Managed Account

You also must obtain preclearance from the APPROVING OFFICERS to open a personal separately managed account at the FIRM. Written records of the authorization will be maintained by the Legal Department.

Preclearance Procedures

General Principles Regarding Securities Transactions

Each ACCESS PERSON must obtain preclearance for any personal investment transaction in a SECURITY if such ACCESS PERSON has, or as a result of the transaction acquires, any direct or indirect beneficial ownership in the SECURITY.

You must obtain preclearance for all non-exempt SECURITIES transactions by logging on to the StarCompliance system at http://tcw.starcompliance.com

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and filing a PTAF. You will be required to supply certain key information and to make certain certifications each time you trade a SECURITY, such as that you have no knowledge that the SECURITY is under active consideration for purchase or sale by the FIRM for its clients. The instructions for filing a PTAF in any particular situation are available on the FIRM'S myTCW intranet site.

You must complete an approved SECURITIES transaction by 1:00 p.m. Los Angeles time (4:00 p.m. New York time) the business day following the day that you obtain preclearance. If the transaction is not completed within these time constraints, you must obtain a new preclearance, including one for any unexecuted portion of the transaction, or you must cancel the unexecuted portion of the transaction.

The defined approval window may significantly impede the use of limit orders, which if used, must be structured in adherence with the preclearance time limits. Post-approval is not permitted under this CODE OF ETHICS. If the FIRM determines that you completed a trade before approval or after the clearance expires, you will be considered to be in violation of the CODE OF ETHICS.

Note that preclearance ordinarily will be given on the day you request it if it is received before the daily processing cutoffs of 6:30 a.m. or 9:30
a.m. or 12:00 p.m. Los Angeles time and 9:30 a.m. 12:30 p.m. or 3:00 p.m. New York time.

Exceptions

Preclearance is not necessary for EXEMPT SECURITIES and NON-DISCRETIONARY ACCOUNTS. Note that while preclearance is not required for NON-DISCRETIONARY ACCOUNTS, certain NON-DISCRETIONARY ACCOUNTS are subject to certain of the reporting requirements specified below. Separate certification procedures will

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apply for SECURITIES executed on behalf of OUTSIDE FIDUCIARY ACCOUNTS in lieu of preclearance. Contact the Personal Securities Administrator regarding OUTSIDE FIDUCIARY ACCOUNTS.

Trading Restrictions

This policy governs your investments in SECURITIES. No ACCESS PERSON or FIRM director may purchase or sell, directly or indirectly, for his or her own account, or any account in which he or she may have a beneficial interest including:

Any SECURITY that the FIRM is buying or selling for its clients, until such buying or selling is completed or cancelled.

Any SECURITY that to his or her knowledge is under active consideration for purchase or sale by the FIRM for its clients.

The FIRM has adopted other restrictions on personal investment transactions.

Remember these are limits on what you can do directly or indirectly, for your own account or for any account in which you may have a "beneficial interest." Except as otherwise noted below, the trading restrictions do not apply to OUTSIDE FIDUCIARY ACCOUNTS.

No Access Person may:

- Enter into an uncovered short sale.

- Write an uncovered option.

- Acquire any non-exempt SECURITY in an IPO (remember that if you are a REGISTERED PERSON of TFD, you also may be prohibited from participating in any IPO).

- Transact in SECURITIES offered in a hedge fund, other PRIVATE PLACEMENTS, or other LIMITED OFFERING (other than those sponsored by the FIRM) without the prior approval.

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- Requests for purchases are made by submitting an online PTAF at http://tcw.starcompliance.com. When considering approval of the online request, the APPROVING OFFICERS will take into consideration whether the investment opportunity you have been offered should be reserved for the FIRM'S clients and whether the opportunity is being offered to you by virtue of your position with the FIRM. If you or your department wants to purchase on behalf of a FIRM client the SECURITY of an issuer or its affiliate where you have a beneficial interest (including through an OUTSIDE FIDUCIARY ACCOUNT) in the SECURITIES of that issuer through PRIVATE PLACEMENTS, you must first disclose your interest to an APPROVING OFFICER. In such an event, the APPROVING OFFICERS will independently review the proposed investment decision. Written records of any such circumstance should be sent to the Personal Securities Administrator.

- Requests for transfers of interest in FIRM-sponsored PRIVATE PLACEMENTS, other than estate planning or those that are court-mandated, require pre-approval from the APPROVING OFFICERS.

- Requests for sales are made by submitting an online PTAF at http://tcw.starcompliance.com. This PTAF is filed in the same manner as regular security sales, and does not require the approval of the APPROVING OFFICERS.

- Purchase or sell any SECURITY that is subject to a FIRM-wide restriction or a department restriction by his or her department. An exemption to trading a restricted list security may be granted under certain conditions, such as when the request occurs outside of a restricted time window period or is confirmed not to violate CHINESE WALLS, or when the purchase will not violate agreements with issuers or not exceed regulations relating to quantities of the SECURITY that may be held by the FIRM.

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- Purchase or otherwise acquire any third-party registered investment company advised or sub-advised by the FIRM (For a list of those mutual funds, see Prohibited Third-Party Registered Investment Companies).

- Have (i) more than four ROUNDTRIP TRADES in a TCW FUND, other than the TCW Money Market Fund, in a calendar year or (ii) have more than four ROUNDTRIP TRADES in a TCW FUND through the TCW Profit Sharing and Savings Plan ("TCW 401(K) PLAN") or the TCW Deferred Compensation Plan in a calendar year. LIFO (last in, first out) applies for matching purposes. Also, the dollar amount of the purchase and the redemption do not need to match or even correlate with one another for a ROUNDTRIP TRADE to occur. Pre-instructed transactions that occur automatically following the instruction ("AUTO-TRADES"), such as dividend or distribution reinvestments, paycheck contributions, and periodic or automatic withdrawal programs, are not considered to be a purchase or sale for the purpose of determining whether a ROUNDTRIP TRADE has occurred.

- Redeem shares of a TCW FUND within 15 calendar days of the purchase of a share in that TCW FUND (other than the TCW Money Market Fund or an AUTO-TRADE).

- Redeem shares of a TCW FUND held through the TCW 401(K) PLAN or the TCW Deferred Compensation Plan within 15 calendar days of the purchase of a share in that TCW FUND (other than the TCW Money Market Fund or an Auto-Trade)

- Purchase shares of any TCW FUND held through the TCW 401(K) PLAN or the TCW Deferred Compensation Plan within 15 calendar days of a redemption in that TCW FUND (other than the TCW Money Market Fund or an AUTO-TRADE).

Additional Restrictions for Investment Personnel

INVESTMENT PERSONNEL, as defined in the Glossary, are subject to the additional trading restrictions listed

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below unless they have received specific confirmation to the contrary from the Chief Compliance Officer. Note that an individual's status or duties may change that could result in him or her becoming subject to the trading restrictions for INVESTMENT PERSONNEL. If you have any questions resulting from such a change, you should contact the Personal Securities Administrator at ext. 0467 or by e-mail at psa@tcw.com.

INVESTMENT PERSONNEL who either manage or otherwise provide advice or execution services for a registered investment company (including the TCW FUNDS) may not:

- Profit from the purchase and sale, or sale and purchase, of the same (or equivalent) SECURITIES other than EXEMPT SECURITIES within 60 calendar days. This applies to any SECURITY, whether or not it is held in any client portfolio at the FIRM. A LIFO system will be used to match transactions (meaning most recent purchases will be matched against a given sale, or that the most recent sales will be matched against a given purchase). You also should note that this prohibition would effectively limit the utility of options trading and short sales of SECURITIES and could make legitimate hedging activities less available. Any profits realized on such short-term trades will be subject to disgorgement. Note, however, that if you receive preclearance for a purchase or sale of an ETF, that transaction will automatically be deemed exempt from this 60 calendar day requirement.

Additionally, no portfolio manager may:

- Purchase or sell any SECURITY for his or her own account or any OUTSIDE FIDUCIARY ACCOUNT for a period of 10 calendar days BEFORE that SECURITY is bought or sold on behalf of any FIRM client for which the portfolio manager serves as portfolio manager. Violation of this prohibition will require reversal of the transaction, and any resulting profits will be subject to disgorgement.

- Purchase any SECURITY for his or her own account or any OUTSIDE FIDUCIARY ACCOUNT for a period of 10

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calendar days AFTER that SECURITY is sold on behalf of any Firm client for which the portfolio manager serves as portfolio manager.

- Sell any SECURITY for his or her own account or any OUTSIDE FIDUCIARY ACCOUNT for a period of 10 calendar days AFTER that SECURITY is bought on behalf of any FIRM client for which the portfolio manager serves as portfolio manager.

- In addition, any portfolio manager who manages a registered investment company may not purchase or sell any SECURITY for his or her own account or any OUTSIDE FIDUCIARY ACCOUNT for a period of 10 calendar days AFTER that SECURITY is bought or sold on behalf of a registered investment company for which the portfolio manager serves as investment manager. Violation of these prohibitions will require reversal of the transaction and any resulting profits will be subject to disgorgement.

Any profits required to be disgorged will be given to a charity under the FIRM'S direction.

Securities or Transactions Exempt From Personal Investment Transactions Policy

Personal investment transactions in EXEMPT SECURITIES are still subject to the FIRM's policy on INSIDE INFORMATION and may be subject to reporting requirements as described below.

Exempt Securities Chart

The following table summarizes the preclearance and reporting requirements for SECURITIES or transactions that are exempt from some aspects of the personal investment transactions policy.

                                                Reporting on      Reporting on
Type of EXEMPT SECURITIES or                      Quarterly    Initial or Annual
Transactions                     Preclearance      Reports           Report
-----------------------------   -------------   ------------   -----------------
U.S. Government Securities      No              No             No
(defined only as

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                                                Reporting on      Reporting on
Type of EXEMPT SECURITIES or                      Quarterly    Initial or Annual
Transactions                     Preclearance      Reports           Report
-----------------------------   -------------   ------------   -----------------
direct obligations of the
U.S. Government, not as
agency, state, municipal, or
other local obligations).

Bank Certificates of Deposit.   No              No             No

Bankers' Acceptances.           No              No             No

High quality short-term debt    No              No             No
instruments (investment
grade, maturity not greater
than 13 months) including
commercial paper, repurchase
agreements, variable rate
municipal bonds and other
securities that are cash
equivalents determined by the
APPROVING OFFICERS.

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                                                Reporting on      Reporting on
Type of EXEMPT SECURITIES or                      Quarterly    Initial or Annual
Transactions                     Preclearance      Reports           Report
-----------------------------   -------------   ------------   -----------------
Shares in money market mutual   No              No             No
funds.

Note that other types of
securities that are sold as
money market equivalents are
subject to all aspects of the
policy unless an exemption is
granted or the security
appears on the exempt list at
http://mytcw.corp.tcw.com/
Departments/Compliance/
Guidelines/TEMME.doc

SECURITIES (common stock,       No              No             No
preferred stock or debt
securities) issued by Societe
Generale S.A.

Shares in open-end investment   No              No             No
companies.

Note that purchases of any
third-party registered
investment company advised or
sub-advised by the FIRM are
prohibited (a list of the
registered investment company
sub-advised by the FIRM can
be found at
http://mytcw.corp.tcw.com/
policies-

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and-procedures/forms/
prohibited-mutual-funds-
auditors-list.pdf

Shares issued by unit           No              No             No
investment trusts that are
invested exclusively in one
or more mutual funds not
advised by the FIRM or its
affiliates.

Stock index futures and         No              No             No
nonfinancial commodities
(e.g., pork belly contracts).

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                                                Reporting on      Reporting on
Type of EXEMPT SECURITIES or                      Quarterly    Initial or Annual
Transactions                     Preclearance      Reports           Report
-----------------------------   -------------   ------------   -----------------
Securities purchased on         No              Yes, but       Yes, but only
behalf of an Access Person in   preclearance    only report    report the
a Non-Discretionary Account.    of trades       the            existence of
(i) which you, your spouse,     required but    existence of   the brokerage
your domestic partner, or       when the        the            account and not
your significant other          account is      brokerage      the trades done
established,                    opened it       account and    in it.
                                must be         not the
                                reported and    trades done
                                acceptable      in it
                                evidence of
                                its non-
                                discretionary
                                nature must
                                be provided
                                to the
                                Personal
                                Securities
                                Administrator.

(ii) which you, your spouse,    No              No             No
your domestic partner, or
your significant other did
not establish.

SECURITIES purchased or sold    No              Yes            Yes
through an AUTO-TRADE

Security purchases effected     No              Yes            Yes
upon the exercise of rights
issued by the issuer pro rata
to all holders of a class of
its securities, to the extent
that such rights were
acquired from such issuer,
and sales

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of such rights were
so acquired.

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                                                Reporting on      Reporting on
Type of EXEMPT SECURITIES or                      Quarterly    Initial or Annual
Transactions                     Preclearance      Reports           Report
-----------------------------   -------------   ------------   -----------------
Interests in FIRM-sponsored     No, unless a    Yes            Yes
limited partnerships or other   transfer.
FIRM - sponsored PRIVATE
PLACEMENTS.

SECURITIES acquired in          No, unless      Yes,           Yes
connection with the exercise    cash is         security
of an option.                   received in     received
                                connection      must be
                                with exercise   reported.
                                of the option
                                (a
                                simultaneous
                                sale of the
                                security upon
                                exercise of
                                the option).

Rule 10b5-1 Plans must be       Yes, prior to   Yes            Yes
approved prior to being         approval of
entered into.  Once approval    the Rule
for the Rule 10b5-1 Plan is     10b5-1 Plan.
received, transactions
pursuant to the plan will not
require preclearance.

Reporting Of Transactions

ACCESS PERSONS must file all reports in a complete and accurate manner, and should double-check pre-filled entries (including transactions and holdings) to ensure their accuracy and completeness. Transactions include purchases, sales and corporate actions such as mergers, spin-offs and dividend issuance. The automated system does not automatically update information regarding corporate actions. Your failure to do so may result to your trade requests being denied.

For any of the required reports or certifications below, if you realize that you will not be able to

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access the Internet to file a report in a timely manner, you must contact the Personal Securities Administrator prior to the end of the required filing period.

You are charged with the responsibility for the timely submission reports. Any effort by the FIRM to facilitate the reporting process does not change or alter that responsibility.

Initial Holdings Reports

All ACCESS PERSONS are required to file online an Initial Holdings Report listing all SECURITIES (other than holdings in NON-DISCRETIONARY ACCOUNTS) and all accounts in which the person has a beneficial interest within 10 calendar days of becoming an ACCESS PERSON. See the chart above for the list of EXEMPT SECURITIES which do not have to be reported. All information in Initial Holdings Reports must be current as of a date not more than 45 days prior to the date the person became an ACCESS PERSON. The Initial Holdings Report is filed online through the internet at http://tcw.starcompliance.com.

Quarterly Reports

All ACCESS PERSONS must submit quarterly reports of personal investment transactions by the 10th calendar day of January, April, July, and October or, if that day is not a business day, then the first business day thereafter. The quarterly report is filed online through the internet at http://tcw.starcompliance.com. Transactions include purchases, sales and corporate actions such as mergers, spin-offs, stock splits and stock dividend issuance. No reporting of cash dividends is required. Every ACCESS PERSON must file a quarterly report when due even if such person made no purchases or sales of SECURITIES during the period covered by the report.

Annual Holdings Reports

All ACCESS PERSONS are required to submit online on or before January 31 an Annual Holdings Report that

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provides a listing of all accounts and SECURITIES that the person has a beneficial interest in as of December 31 of the preceding year (other than holdings in NON-DISCRETIONARY ACCOUNTS). See the chart above for the list of EXEMPT SECURITIES which do not have to be reported. All information in Annual Holdings Reports must be current as of a date not more than 45 calendar days prior to the date the report was submitted. See the chart above for the list of securities that do not have to be reported. The Annual Holdings Report is filed online through the internet at http://tcw.starcompliance.com.

Annual Compliance Certification

All ACCESS PERSONS are required to submit an Annual Compliance Certification containing a certification regarding compliance with the CODE OF ETHICS on or before January 31 of the subsequent year. The Annual Compliance Certification is filed online through the internet at http://tcw.starcompliance.com.

SUMMARY OF REPORTING FORMS REQUIRED TO BE FILED

If you are an ACCESS PERSON you must submit:

Report Name                                          When Due
-----------                                          --------
Initial Holdings Report           10 days of becoming an ACCESS PERSON
Quarterly Reports                 First 10 days of January, April, July, October
Annual Holdings Report            First 31 days of each year
Annual Compliance Certification   First 31 days of each year

Exemptive Relief

The Personal Securities Administrator will coordinate obtaining the approval of the APPROVING OFFICERS. The APPROVING OFFICERS will review and consider any proper request of an ACCESS PERSON for relief or exemption

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from any remedy, restriction, limitation or procedure contained in this CODE OF ETHICS that is claimed to cause a hardship for such an ACCESS PERSON or that may involve an unforeseen or involuntary situation where no abuse is involved. Exemptions of any nature may be given on a specific basis or a class basis determined by the APPROVING OFFICERS. The APPROVING OFFICERS also may grant exemption from ACCESS PERSON status to any person or class of persons it determines does not warrant such status. Under appropriate circumstances, the APPROVING OFFICERS may authorize a personal transaction involving a security subject to actual or prospective purchase or sale for clients, where the personal transaction would be very unlikely to affect a highly institutional market, where the FIRM officer or employee is not in possession of INSIDE INFORMATION, or for other reasons sufficient to satisfy the APPROVING OFFICERS that the transaction does not represent a conflict of interest, involve the misuse of INSIDE INFORMATION or convey the appearance of impropriety. The APPROVING OFFICERS shall meet on an ad hoc basis, as deemed necessary upon written request by an ACCESS PERSON, stating the basis for his or her request for relief. The APPROVING OFFICERS' decision is solely at their discretion.

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Policy Statement on Insider Trading

The professionals and staff of the FIRM occasionally come into possession of material, non-public information (often called "INSIDE INFORMATION"). Various federal and state laws, regulations, court decisions, and general ethical and moral standards impose certain duties with respect to the use of this INSIDE INFORMATION. The violation of these duties could subject both the FIRM and the individuals involved to severe civil and criminal penalties and could result in damaging the reputation of the FIRM. SEC rules provide that any purchase or sale of a security while "having awareness" of INSIDE INFORMATION is illegal regardless whether the information was a motivating factor in making a trade. The FIRM views seriously any violation of this policy statement. Violations constitute grounds for disciplinary sanctions, including dismissal.

Within an organization or affiliated group of organizations, courts may attribute one employee's knowledge of INSIDE INFORMATION to another employee or group that later trades in the affected security, even if no actual communication of this knowledge occurred. Thus, by buying or selling a particular SECURITY in the normal course of business, FIRM personnel other than those with actual knowledge of INSIDE INFORMATION could inadvertently subject the FIRM to liability. Alternatively, someone obtaining INSIDE INFORMATION in a legitimate set of circumstances may inadvertently restrict the legitimate trading activities of other persons within the company.

The risks in this area can be significantly reduced through the conscientious use of a combination of trading restrictions and information barriers designed to confine material non-public information to a given individual, group or department (so-called "CHINESE WALLS" or "INFORMATIONAL BARRIERS"). One purpose of this Policy Statement is to establish a workable procedure for applying these techniques in ways that offer significant protection to the Firm and its personnel, while providing

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flexibility to continue the FIRM'S investment management activities on behalf of our clients.

See the attached Reference Table if you have any questions on this Policy or who to consult in certain situations. Please note that references in this Policy to the General Counsel and Chief Compliance Officer include persons who they have authorized in their respective departments to handle matters under this Policy.

TCW Policy on Insider Trading

Trading Prohibition

No ACCESS PERSON of the FIRM may buy or sell a security, including stocks, bonds, convertible SECURITIES, options, or warrants in a company, either for themselves or on behalf of others while in possession of material, non-public information about the company. This means that you may not buy or sell securities for yourself or anyone, including your spouse, domestic partner, relative, friend, or client and you may not recommend that anyone else buy or sell a security of a company on the basis of INSIDE INFORMATION regarding that company.

Communication Prohibition

No Access Person of the Firm may communicate material, non-public information to others who have no official need to know. This is known as "tipping," which also is a violation of the insider trading laws, even if the "tipper" did not personally benefit. Therefore, you should not discuss such information acquired on the job with your spouse, domestic partner or with friends, relatives, clients, or anyone else inside or outside of the Firm except on a need-to-know basis relative to your duties at the Firm. This prohibition on sharing material, non-public information extends to affiliates such as Buchanan Partners and SG entities. If you convey material non-public information to another person, even inadvertently, it is possible that the other person, if he or she trades on such information would violate insider trading laws. This is known as "tippee

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liability." You should remember that you may obtain material, non-public information about entities sponsored by the Firm, such as its mutual funds. Communicating such information in violation of the Firm's policies is illegal.

What Is Material Information?

Information is material when a reasonable investor would consider it important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company's securities. The general test is whether a reasonable investor would consider the information important in deciding whether or not to buy or sell a security in the company. The information could be positive or negative.

Whether something is MATERIAL INFORMATION must be evaluated relative to the company in whose securities a trade is being considered (e.g., a multi-million dollar contract may be immaterial to Boeing but material to a smaller capitalization company). Some examples of MATERIAL INFORMATION are:

- dividend changes,

- earnings results,

- projections,

- changes in previously released earnings estimates,

- significant merger, spin-off, joint venture, or acquisition proposals or agreements,

- stock buy-back proposals,

- tender offers,

- rights offerings,

- new product releases or schedule changes,

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- significant accounting write-offs or charges,

- credit rating changes,

- changes in capital structure (e.g. stock splits),

- accounting changes,

- major technological discoveries, breakthroughs or failures,

- major capital investment plans,

- major contract awards or cancellations,

- governmental investigations,

- major litigation or disposition of litigation,

- liquidity problems, and

- extraordinary management developments or changes.

MATERIAL INFORMATION also may relate to the market for a company's securities. Information about a significant order to purchase or sell securities in some contexts may be deemed material. Similarly, pre-publication information regarding reports to be issued in the financial press also may be deemed material. For example, the Supreme Court upheld the criminal convictions of insider traders who capitalized on pre-publication information for the Wall Street Journal's "Heard on the Street" column.

Because no clear or "bright line" definition of what is material exists, assessments sometimes require a fact-specific inquiry. For this reason, if you have questions about whether information is material, direct the questions to the Director of Research or your Department Head and, if further inquiry is desired or required, consult the General Counsel or the Chief Compliance Officer. If you prefer, you can go directly to the General Counsel, your product attorney, or the Chief Compliance Officer initially.

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Remember that TCW FUNDS and TSI are publicly traded entities and you may be privy to material-non public information regarding those entities.

What Is Non-Public Information?

Information is "public" when it has been disseminated broadly to investors in the marketplace. Tangible evidence of dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones "tape," release by Standard & Poor's or Reuters, or publication in the Wall Street Journal or other generally circulated publication. Information remains non-public until a reasonable time elapses after it is disseminated. While no specific rule exists, generally trading 24 hours after the public dissemination of information would not be prohibited (though the wait period may be shorter when a press release is involved).

What Are Some Examples Of How TCW Personnel Could Obtain Inside Information And What You Should Do In These Cases?

In the context of the FIRM'S business, the following are some examples of how a person could come into possession of INSIDE INFORMATION: Board of Directors' seats or observation rights, deal-specific information in connection with a negotiated transaction, creditors' committees, information about TCW products (e.g., information about the TCW Funds that has not yet been disclosed) and contacts with public companies.

Board of Directors Seats or Observation Rights

Officers, directors, and employees sometimes are asked to sit or act as a Board member, an alternate Board member or an observer on the Board of Directors of public or EDGAR-reporting companies - sometimes in connection with their duties at the FIRM and sometimes in a personal capacity. These public companies generally will have

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restrictions on their Board members', alternates' or observers' trading in the companies' securities except during specified "window periods" following the public dissemination of financial information. As noted elsewhere in the "Outside Activities Service as Director" section in this Policy, service as a director of a non-FIRM company requires approval, and, if approval is given, it will be subject to the implementation of procedures to safeguard against potential conflicts of interest or insider trading, such as CHINESE WALL procedures and placing the SECURITIES on a restricted list. Anyone who wishes to serve on a Board of Directors or as a Board Observer should complete the Report on Outside Directorships and Officerships that is posted on the myTCW intranet and submit it to the Personal Securities Administrator who will coordinate the approval process. If approval is granted, the Personal Securities Administrator will notify the Legal Department so that the appropriate CHINESE WALL and/or restricted securities listing can be made.

You must obtain approval for sitting on a Board or for Board observation rights even if it is for Board seats related to your duties at TCW.

Cases of fund managers sitting on Boards of public companies have been highlighted in the press and have underscored the effect of inadequate safeguards that could inadvertently render securities "illiquid" in the hands of the FIRM. To mitigate this risk, anyone sitting on a Board of a public company should consider the CHINESE WALL procedures below as applicable to them and should abide by them. If the Board seat is held in connection with FIRM clients, and a legitimate need exists to communicate the information, it may be done within the confines and procedures set forth in the CHINESE WALL memorandum and procedures. The Chief Compliance Officer, General Counsel, or your product attorney should be contacted with any questions.

Portfolio Managers sitting on Boards of public companies in connection with an equity position that they manage

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should be mindful of SEC filing obligations under Section 16 of the EXCHANGE ACT, in addition to the possibility of being required to give back profits (or so called "short swing profits") on purchases and sales of shares held in client accounts within a 6-month period. Similar concerns arise in the context of companies where an intent to control exists or an arrangement is made with others to attempt to influence or control a public company. The product attorney should be consulted in these situations, and outside counsel should be involved as necessary.

Deal-Specific Information

Under certain circumstances, an employee may receive INSIDE INFORMATION for a legitimate purpose in the context of a transaction in which a FIRM entity or account is a potential participant or in the context of forming a confidential relationship. This includes receiving "private" information through an on-line service such as Intralinks. This "deal-specific information" may be used by the department to which it was given for the purpose for which it was given. Generally, if a confidentiality agreement is to be signed, it should be assumed that INSIDE INFORMATION is included. However, even in the absence of a confidentiality agreement, INSIDE INFORMATION may be received when an oral agreement is made or an expectation exists that you will maintain the information as confidential. In addition, if the persons providing or receiving the information have a pattern or practice of sharing confidences so that the recipient knows or reasonably should know that the provider expects the information to be kept confidential, such pattern or practice is sufficient to form a confidential relationship. The SEC rules further provide a presumed duty of trust and confidence when a person receives material non-public information from his or her spouse, parent, child, or sibling.

Material non-public or deal-specific information may be given in connection with the FIRM making a direct investment in a company in the form of equity or debt; it may also involve a purchase by the FIRM of a debt or equity security in a secondary transaction or in the form

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of a participation. The information can be conveyed through a portal such as Intralinks, orally from a sponsor or dealer or through other electronic delivery or hard copy documentation. This type of situation typically arises in mezzanine financings, loan participations, bank debt financings, venture capital financing, purchases of distressed securities, oil and gas investments and purchases of substantial blocks of stock from insiders. You should remember that even though the investment for which the deal-specific information is being received may not be a publicly traded security, the company may have other classes of publicly traded securities, and the receipt of the information by the FIRM can affect the ability of other parts of the organization to trade in those securities. For the aforementioned reasons, if you are to receive any deal-specific information or material, non-public information on a company with any class of publicly traded securities (whether domestic or foreign), contact the product attorney in the Legal Department for your area, who then will implement the appropriate CHINESE WALL and trading procedures.

Creditors' Committees

On occasion, an investment may go into default, and the FIRM is a significant participant. In that case, the FIRM may be asked to participate on a Creditors' Committee. Creditors' Committees often are involved in intensive negotiations involving restructuring, work-outs, recapitalizations and other significant events that would affect the company and are given access to INSIDE INFORMATION. The FIRM sitting on such a committee could substantially affect its ability to trade in SECURITIES in the company and, therefore, before agreeing to sit on any official Creditors' Committee, you should contact the Personal Securities Administrator who will obtain any necessary approvals and notify the Legal Department so that the appropriate CHINESE WALL can be established and/or restricted securities LISTings can be made. If you sit on an informal Creditors' Committee (i.e., a committee or group that does not receive material non-public information from an issuer), these restrictions

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may not apply, but you should consult with the product attorney in the Legal Department for confirmation.

Information about TCW Products

Persons involved with the management of limited partnerships, trusts, and registered investment companies (closed-end and open-end) which themselves issue securities could come into possession of MATERIAL INFORMATION about those funds that is not generally known to their investors or the public and that could be considered INSIDE INFORMATION. For example, plans with respect to dividends, closing down a fund or changes in portfolio management personnel could be considered INSIDE INFORMATION, and buying or selling securities in a FIRM product with knowledge of an imminent change in dividends would be a violation of the policy. Another example would be a large-scale buying or selling program or a sudden shift in allocation that was not generally known. This also could be considered INSIDE INFORMATION. Disclosing holdings of the TCW FUNDS or TSI on a selective basis could be viewed as an improper disclosure of non-public information and should not be done. See the Marketing and Communications Policy for further information concerning portfolio holdings disclosure. In the event of inadvertent or unintentional disclosure of material non-public information, the person making the disclosure should immediately contact the product attorney or General Counsel because the FIRM will be required to make prompt disclosure as soon as reasonably practicable (but in no event after the later of 24 hours after the disclosure or the commencement of the next day's trading on the New York Stock Exchange).

The FIRM currently discloses holdings of the TCW FUNDS or TSI on a monthly basis beginning on the 15th calendar day following the end of that month (or, if not a business day, the next business day thereafter). Disclosure of these funds' holdings at other times requires special confidentiality procedures and must be precleared with the product attorney. Persons involved with management of these funds and, in particular, portfolio managers and INVESTMENT PERSONNEL, but also support and administrative personnel, should be sensitive to the fact that they have

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access to such information. Department Heads for each product area, the head of mutual funds for the FIRM, and the product attorney in the Legal Department are responsible for notifying the Personal Securities Administrator of this type of INSIDE INFORMATION so he or she can impose appropriate restrictions, and advise him or her when the information becomes public or stale, so that the restriction can be removed.

Contacts with Public Companies

For the FIRM, contacts with public companies represent an important part of our research efforts. The FIRM makes investment decisions on the basis of the FIRM's conclusions formed through such contacts and analysis of publicly available information. Difficult legal issues arise, however, when, in the course of these contacts, an employee becomes aware of material, non-public information. This could happen, for example, if a company's Chief Financial Officer prematurely discloses quarterly results to an analyst, or if an investor-relations representative makes a selective disclosure of adverse news to a handful of investors. In such situations, the FIRM must make a judgment regarding its further conduct. If an issue arises in this area, a research analyst's notes could become subject to scrutiny. Research analyst's notes have become increasingly the target of plaintiffs' attorneys in securities class actions.

This area is of particular concern to the investment business and, unfortunately, is one with a great deal of legal uncertainty. In a notable 1983 case, the U.S. Supreme Court recognized explicitly the important role of analysts to ferret out and analyze information as necessary for the preservation of a healthy market. It also recognized that questioning of corporate officers and insiders is an important part of this information gathering process. The Court thus framed narrowly the situations in which analysts receiving insider information would be required to "disclose or abstain" from trading (generally when the corporate insider was disclosing for an improper purpose, such as for personal benefit, and the analyst knew it). However, the SEC has

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declared publicly its disfavor with the ruling in the case and has since brought enforcement proceedings indicating that they will take strict action against what they see as "selective disclosures" by corporate insiders to securities analysts, even when the corporate insider was getting no personal benefit and was trying to correct market misinformation. Thus, the status of company-to-analyst contacts has been characterized as "a fencing match on a tightrope" and a noted securities professor has said that the tightrope is now electrified. Analysts and portfolio managers who have private discussions with management of a company should be clear about whether they desire to obtain MATERIAL INFORMATION and become restricted or not receive such information.

Because of this uncertainty, caution is the recommended course of action. If an analyst or portfolio manager receives what he or she believes is insider information and if you feel you received it in violation of a corporate insider's fiduciary duty or for his or her personal benefit, you should not trade and should discuss the situation with your product attorney in the Legal Department, the General Counsel or the Chief Compliance Officer. If you prefer, you can contact the General Counsel or Chief Compliance Officer directly.

What Is The Effect Of Receiving Inside Information?

The person actually receiving the INSIDE INFORMATION is subject to the trading and communication prohibitions discussed above. However, because the FIRM is a company, questions arise regarding how widely that information is to be attributed throughout the company. Naturally, the wider the attribution, the greater the restriction will be on other persons and departments within the company. Therefore, anyone receiving INSIDE INFORMATION should be aware that the consequences can extend well beyond themselves or even their departments.

In the event of receipt of INSIDE INFORMATION by an employee, the company generally will:

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- establish a CHINESE WALL around the individual or a select group or department, and/or

- place a "firm wide restriction" on securities in the affected company that would bar any purchases or sales of the securities by any department or person within the FIRM, whether for a client or personal account (absent specific approval from the Compliance Department).

In connection with the CHINESE WALL protocol, those persons falling within the CHINESE WALL would be subject to the trading prohibition and, except for need-to-know communications to others within the CHINESE WALL, the communication prohibition discussed above. The breadth of the CHINESE WALL and the persons included within it would be determined on a case-by-case basis. In these circumstances, the CHINESE WALL procedures are designed to "isolate" the INSIDE INFORMATION and restrict access to it to an individual or select group to allow the remainder of the company not to be affected by it. In any case where a CHINESE WALL is imposed, the CHINESE WALL procedures discussed below must be strictly observed.

Does TCW Monitor Trading Activities?

The Compliance Department conducts reviews of trading in public securities listed on the RESTRICTED SECURITIES LIST. The Compliance Department surveys transactions effected by employees and client accounts for the purpose of, among others, identifying transactions that may violate laws against insider trading and, when necessary, investigating such trades. The Compliance and Legal Departments conduct monitoring of the CHINESE WALLS.

Penalties And Enforcement By SEC And Private Litigants

The Director of Enforcement of the SEC has said that the SEC pursues all cases of insider trading regardless of the size of transaction and regardless of the persons involved. Updated and improved detection, tracking, and surveillance techniques in the past few years have

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strengthened enforcement efforts by the SEC as well as the stock exchanges. This surveillance is done routinely in many cases or can be based on informants in specific cases.

Penalties for violations are severe for both the individual and possibly his or her employer. These could include:

- paying three times the amount of all profits made (or losses avoided),

- fines of up to $1 million,

- jail up to 10 years, and

- civil lawsuits by shareholders of the company in question.

The regulators, the market and the FIRM view violations seriously.

What You Should Do If You Have A Question About Inside Information?

Before executing any trade for yourself or others, including clients of the FIRM, you must consider whether you have access to material, non-public information. If you believe you have received oral or written material, non-public information, you should discuss the situation immediately with the product attorney in the Legal Department, the General Counsel, or the Chief Compliance Officer who will determine whether the information is of a nature requiring restrictions on use and dissemination and when any restrictions should be lifted. You should not discuss the information with anyone else within or outside the FIRM.

Chinese Wall Procedures

The SEC has long recognized that procedures designed to isolate material non-public information to specific individuals or groups can be a legitimate means of curtailing attribution of knowledge of this INSIDE

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INFORMATION to an entire company. These types of procedures are typical in multi-service broker-dealer investment banking firms and are known as CHINESE WALL procedures. In those situations where the FIRM believes INSIDE INFORMATION can be isolated, the following CHINESE WALL procedures would apply. These CHINESE WALL procedures are designed to "quarantine" or "isolate" the individuals or select group of persons within the CHINESE WALL.

Identification Of The Walled-In Individual Or Group

The persons subject to the CHINESE WALL procedures will be identified by name or group designation. If the CHINESE WALL procedures are applicable simply because of someone serving on a Board of Directors of a public company in a personal capacity, the CHINESE WALL likely will apply exclusively to that individual, although in certain circumstances expanding the wall may be appropriate. When the information is received as a result of being on a Creditors' Committee, serving on a Board in a capacity related to the FIRM'S investment activities, or receiving deal-specific information, the walled-in group generally will refer to the product management group associated with the deal and, in some cases, related groups or groups that are highly interactive with that group. Determination of the breadth of the CHINESE WALL is fact-specific and must be made by the product attorney, the General Counsel, or the Chief Compliance Officer. Therefore, as noted above, advising them if you come into possession of material, non-public information is important.

Isolation Of Information

Fundamental to the concept of a CHINESE WALL is that the INSIDE INFORMATION be effectively quarantined to the walled-in group. The two basic procedures that must be followed to accomplish this are as follows: restrictions on communications and restrictions on access to information.

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Restrictions on Communications

Communications regarding the INSIDE INFORMATION of the subject company should only be held with persons within the walled-in group on a need-to-know basis or with the General Counsel, the product attorney in the Legal Department or Chief Compliance Officer. Communications should be discreet and should not be held in the halls, in the lunchroom or on cellular phones. In some cases using code names for the subject company as a precautionary measure may be appropriate. If persons outside of the group are aware of your access to information and ask you about the target company, they should be told simply that you are not at liberty to discuss it. On occasion, discussing the matter with someone at the FIRM outside of the group may be desirable. However, no such communications should be held without first receiving the prior clearance of the General Counsel, the product attorney, or the Chief Compliance Officer. In such case, the person outside of the group and possibly his or her entire department, thereby will be designated as "inside the wall" and will be subject to all CHINESE WALL restrictions in this policy.

Restrictions on Access to Information

The files, computers, and offices where confidential information is physically stored generally should be made inaccessible to persons not within the walled-in group. In certain circumstances, adequate physical segregation of the group exists, whereby access would be very limited. However, in other cases with less physical segregation between the group and others, additional precautionary measures should be taken to ensure that any confidential non-public information is kept in files that are secure and not generally accessible.

Trading Activities By Persons Within The Wall

Persons within the CHINESE WALL are prohibited from buying or selling securities in the subject company, whether on behalf of the FIRM or clients or in personal transactions. This restriction would not apply in the

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following two cases: (i) where the affected persons have received deal-specific information, the persons are permitted to use the information to consummate the deal for which deal-specific information was given, and
(ii) in connection with a liquidation of a client account in full, the security in the affected account may be liquidated if the client has specifically instructed the FIRM to liquidate the account in its entirety and if no confidential information has been shared with the client. In this circumstance, the FIRM would attribute the purchase or sale to the direction of the client rather than pursuant to the FIRM'S discretionary authority and the FIRM would be acting merely in an executory capacity (again, assuming no confidential information has been shared with the client). The liquidating portfolio manager should confirm to the Personal Securities Administrator in connection with such a liquidation that no confidential information was shared with the client. Note that if the transaction permitted under (i) above is a secondary trade (vs. a direct company issuance), the product attorney should be consulted to determine disclosure obligations to the counterparty of the INSIDE INFORMATION in our possession.

Termination Of Chinese Wall Procedures

When the information has been publicly disseminated and a reasonable time has elapsed, or if the information has become stale, the CHINESE WALL procedures with respect to the information generally can be eliminated. The person who contacted the Legal or Compliance Department to have the CHINESE WALL established must notify the Legal Department when the CHINESE WALL can be terminated. This is particularly true if the information was received in an isolated circumstance such as an inadvertent disclosure to an analyst or receipt of deal-specific information. However, persons who by reason of an ongoing relationship or position with the company are exposed more frequently to the receipt of such information (e.g., being a member of the Board of Directors or on a Creditors' Committee) would be subject ordinarily to the CHINESE WALL procedures on a continuing basis and may be permitted to trade only during certain "window periods" when the company permits such "access" persons to trade.

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Policy Statement on Insider Trading

Each Group Head is responsible for ensuring that members of his or her group abide by these CHINESE WALL procedures in every instance.

Topic                                              You Should Contact:
-----                                              -------------------
If you have a question about whether    First: The product attorney, General
information is "material" or            Counsel or Chief Compliance Officer.
"non-public"

If you have questions about whether
you have received material non-public
information about a public company

If you have a question about whether    Department Head for product area or for
you have received INSIDE INFORMATION    mutual funds or such group's product
on a FIRM commingled fund (e.g.         attorney (who will coordinate as
partnerships, trusts, mutual funds)     necessary with the Personal Securities
                                        Administrator

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Topic                                              You Should Contact:
-----                                              -------------------
If you have a question about            Product attorney in the Legal Department
obtaining deal-specific information     or General Counsel or Chief Compliance
(preclearance is required)              Officer.

If you have a question about sitting
on a Creditors' Committee
(preapproval is required)

If you need to have a CHINESE WALL
established

If you have questions about
terminating a CHINESE WALL

If you wish to take a Board of          Personal Securities Administrator
Directors seat, serve as an alternate
on a Board or sit on a Creditors        (Note that in this case the Personal
Committee (Pre-approval is required)    Securities Administrator will contact
                                        the attorney who is responsible for
                                        restricted securities issues, the , or
                                        Chief Compliance Officer)

If you have questions about the
securities listed on the RESTRICTED
SECURITIES LIST

If you want permission to buy or sell
a security listed on the RESTRICTED
SECURITIES LIST

In the event of inadvertent or          Product attorney or General Counsel who
non-intentional disclosure of mutual    will notify the Chief Compliance Officer
non-public information                  because the FIRM will be required to
                                        make prompt disclosure as soon as
                                        reasonable practicable (but in no event
                                        after the later of 24 hours after the
                                        disclosure or the commencement of the
                                        next day's trading on the New York Stock
                                        Exchange).

If you have questions about who is      Product attorney, the General Counsel,
"within" or "outside" a CHINESE WALL    or Chief Compliance Officer.

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If you have questions about the         General Counsel or Chief Compliance
Insider Trading Policy in general       Officer or Product Attorney

If you have questions about Section     General Counsel or Chief Compliance
13/16 issues                            Officer or Product Attorney

Certain Operational Procedures

The following are certain operational procedures that will be followed to ensure communication of insider trading policies to FIRM employees and enforcement thereof by the FIRM.

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Certain Operational Procedures

Maintenance of Restricted List

The RESTRICTED SECURITIES LIST is updated by the Personal Securities Administrator, who distributes it to the following personnel in the FIRM'S offices: all traders, portfolio managers, analysts, investment control, securities clearance, as well as certain other individuals. This list is issued whenever an addition, deletion or modification occurs, in addition to periodically if no changes have been made. In some cases, the list may note a partial restriction (e.g. restricted as to purchase, restricted as to sale, or restricted as to a particular group or person). The Personal Securities Administrator updates an annotated copy of the list that explains why each item is listed and has a section giving the history of each item that has been deleted. This annotated RESTRICTED SECURITIES LIST is distributed to the General Counsel and the Chief Compliance Officer, as well as any additional persons, which either of them may approve.

The RESTRICTED SECURITIES LIST is updated whenever a change occurs that the Personal Securities Administrator has confirmed should be added with the General Counsel, the Chief Compliance Officer, or an attorney in the Legal Department.

The RESTRICTED SECURITIES LIST restricts issuers (i.e., companies) and not just specific securities issued by the issuer. So do not use the list of ticker symbols as being the complete list - the key is that you are not to do the prohibited transaction in the company. This is of particular importance to the strategies which may invest in securities listed on foreign exchanges.

The RESTRICTED SECURITIES LIST must be checked before each trade. If an order

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is not completed on one day, then the open order should be checked against the RESTRICTED SECURITIES LIST every day it is open beyond the approved period that was given (e.g., the waiver you received was for a specific period, such as one day).

The RESTRICTED SECURITIES LIST includes securities for foreign and domestic public reporting companies where FIRM personnel serve as directors, board observers, officers, or members of official creditors' committee, where FIRM personnel have material, non-public information or have an agreement or arrangement to maintain information as confidential. Once a company is placed on the RESTRICTED SECURITIES LIST, any purchase or sale specified on the list (whether a personal trade or on behalf of a client account) must be cleared with the Personal Securities Administrator (or another member of the Compliance Department who will consult with, as appropriate, an attorney in the Legal Department, General Counsel, or Chief Compliance Officer). In certain circumstances where a group continuously receives material non-public information as part of its strategy, a global CHINESE WALL will be imposed on the department in lieu of placing all of the issuers for which it has information on the RESTRICTED SECURITIES LIST.

Exemptions

The General Counsel, Chief Compliance Officer, or product attorney in the Legal Department must approve any exemption that is then documented by the Personal Securities Administrator.

Consent to Service on Board of Directors and Creditors' Committees

To monitor situations where material, non-public information may become available by reason of a Board position, employees are required to obtain consent for accepting positions on non-FIRM Boards of Directors whether as part of FIRM duties or in a personal capacity.

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Similarly, consent is required for employees to sit on Creditors' Committees. See the section Policy Statement on Insider Trading - What Are Some Examples Of How TCW Personnel Could Obtain Inside Information and What Should You Do In These Cases?

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Gifts, Entertainment, Payments & Preferential Treatment

GIFTS or ENTERTAINMENT may provide the actual or apparent potential for conflict of interest affecting an employee's duties and independence of judgment for the FIRM'S clients or the FIRM. Therefore, the FIRM'S policy limits GIFTS or ENTERTAINMENT, whether to the employee or his or her spouse, family, domestic partner, relatives, friends or designees. The FIRM'S policy also requires certain pre-approvals and reporting.

Gifts And Entertainment Received By Employees

Gifts

Employees should never solicit GIFTS from suppliers, service providers, clients, brokers, consultants or any other entity with which the FIRM does business.

As a general rule, you should not accept GIFTS that are of excessive value. While no absolute definition of "excessive" exists, you should exercise good judgment to ensure that no GIFT that is, or could be, reasonably viewed as excessive in value is accepted. Generally, GIFTS with a value of $100 or less would not be viewed as excessive; those over $100 would be excessive, although the context in which the GIFT is received might permit the receipt of such a GIFT over $100 if approval is obtained (in the manner described below). The receipt of cash GIFTS by employees is absolutely prohibited.

Entertainment

For an event to qualify as ENTERTAINMENT, the host of the event must be personally present at the event; otherwise, it would be viewed as a GIFT.

As a general rule, you should not accept an invitation that involves ENTERTAINMENT that is excessive or not usual and customary. No set of absolute rules exists, and good judgment must be exercised. The context, circumstances, and frequency must be considered. For

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example, when the event is more business related (e.g., a business conference), greater latitude may be acceptable, whereas in a purely amusement context (e.g., an out-of-town sporting event), more restriction may be required. If you believe the ENTERTAINMENT might be excessive or if the ENTERTAINMENT falls into one of the categories identified below, you should seek approval. Approval is required even if the entertainment is part of your approved entertainment budget.

Approvals

In some cases, approval is advisable, and in other cases, it is mandatory. Approvals must be obtained prior to the GIFT or ENTERTAINMENT being given. If approval is warranted, you must contact the Personal Securities Administrator to coordinate the approval process. The two approvals consist of:

- First, the head of your Department or your supervisor if you are the head of your Department, and

- Second, any one of the Chief Compliance Officer, the Chief Risk Officer or the General Counsel.

Approval must be obtained if:

- The GIFT or ENTERTAINMENT involves the payment of out-of-town travel or accommodation expenses.

- This does not apply to payment of accommodations by a sponsor of an industry, company, or business conference held within the U.S. involving multiple attendees from outside the FIRM where your expenses are being paid by the sponsor on the same basis as those of other attendees; however, if the sponsor is paying travel expenses, approval is required. Also, if the accommodations or travel are paid in connection with a trip abroad, approval should be sought.

- A GIFT is reasonably believed to have a value in excess of $100, but you feel it is appropriate. Unless the GIFT appears excessive to a reasonable person, this does not apply to:

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Gifts, Entertainment, Payments & Preferential Treatment

- A business GIFT being given to you from a business or corporate GIFT list on the same basis as other recipients of the sponsor (e.g., Christmas GIFTS).

- GIFTS from a donor to celebrate a transaction or event that are given to a wide group of recipients (e.g., closing dinner GIFTS).

- You reasonably believe that the ENTERTAINMENT might be excessive, but you feel it is appropriate.

- A GIFT is received from one business relation more than twice in a calendar year.

- You are entertained on a personal basis by a hosting business relation more than twice in a calendar year. A "personal basis" is one involving a relatively small group of people in contrast with a function or event attended by several unrelated attendees (e.g., a fundraising dinner or a party).

You are advised to seek approval if:

- You are not sure if the ENTERTAINMENT is excessive, but you feel it is appropriate.

- You cannot judge whether a GIFT would have a value over $100.

If a GIFT is over $100 and is not approved as being otherwise appropriate, you should (i) reject the GIFT, (ii) give the GIFT to the Personal Securities Administrator who will return it to the person giving the GIFT (you may include a cover note), or (iii) if returning the GIFT could damage friendly relations between a third-party and the FIRM, give it to the Personal Securities Administrator who will donate it to charity.

Gifts And Entertainment Given By Employees

Giving GIFTS or favors is acceptable to the extent that they are appropriate and suitable under the circumstances, meet the standards of ethical business

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conduct, are not excessive in value and involve no element of concealment. The $100 test for excessiveness applies to giving GIFTS (excludes GIFTS given to other FIRM employees), as well as receiving GIFTS (noted above). GIFTS of cash should not be given. Giving an individual GIFT with a value in excess of $100 to a person who has the ability to invest assets on behalf of a current or potential client (e.g., the chief investment officer or chief financial officer of a pension plan) or who has the ability to influence the selection of a money manager for a current or potential client of the FIRM requires preapproval. Follow the approval process noted below.

ENTERTAINMENT that is reasonable and appropriate for the circumstances is an accepted practice to the extent that it is both necessary and incidental to the performance of the FIRM'S business.

Note that for public pension plans, and in some cases other clients, ENTERTAINMENT or GIFTS may have to be disclosed by the FIRM in response to client questionnaires and may reflect unfavorably on the FIRM in obtaining business. In some cases the receipt of GIFTS may even lead to disqualification. Therefore, discretion and restraint is advised. In addition, you must be in a position to report any such GIFTS or ENTERTAINMENT if the question arises.

Special rules apply when you give a GIFT or ENTERTAINMENT to a Foreign Official. These rules are described in the Portfolio Management Policy.

Approvals

Contact the Personal Securities Administrator to coordinate the approval process. Approvals must be obtained prior to the GIFT or ENTERTAINMENT being given. The two approvals consist of:

- the head of your Department or your supervisor if you are the head of your Department, and

- any one of the Chief Compliance Officer, the Chief Risk Officer or the General Counsel.

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You are advised to seek approval if a GIFT has a value in excess of $100, but you feel it is appropriate.

If you are a REGISTERED PERSON of TFD or if the GIFT or ENTERTAINMENT involves unions, see the next two sections below. If the GIFT or ENTERTAINMENT involves a FOREIGN OFFICIAL, see the Portfolio Management Policy.

If you are giving a charitable GIFT on behalf of the FIRM, the normal approval process for a GIFT should be followed. An additional charitable request form, which has its own approval process, must be completed.

Special Rule For Registered Persons Of TFD

FINRA rules prohibit any REGISTERED PERSONS of TFD from giving anything with a value in excess of $100 per individual per year (GIFTS are aggregated for this calculation) where such payment relates to the business of the recipient's employer.

Whether a payment relates to the business of the recipient's employer depends on the capacity of the individual receiving the GIFT. Where the individual has the ability to invest assets in securities on behalf of an institution or person, such as the chief investment officer or chief financial officer of a pension plan, the FINRA gifts rule applies. It does not apply to, for example, individual high net worth investors in the TCW FUNDS because the GIFT is not related to the employment of the individual.

REGISTERED PERSONs are required to maintain a log of GIFTS by recipient to ensure compliance with the $100 limit. The log will contain:

- the name of the recipient,

- the date(s) of the GIFTS(s), and

- the valuation of the GIFTS(s) that is the higher of cost or market value.

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Gifts and Entertainment Given To Unions and Union Officials

Special reporting rules apply when officers of the FIRM furnish gifts or entertainment to labor unions or union officials. These special rules are independent of, and in addition to, any approval procedures otherwise applicable under the CODE OF ETHICS. The FIRM is required to file Form LM-10 with the Department of Labor by March 31 following each calendar year to report any gifts and entertainment provided to unions and union officials during that calendar year.

To facilitate compliance with this requirement, the FIRM has implemented the following "reporting up" procedure. The FIRM has created its own form called the LM INFORMATION REPORT. The FIRM's officers should record any gifts or entertainment they provide to a union or union official as they occur and complete a separate LM INFORMATION REPORT for each such occurrence. Each LM INFORMATION REPORT must be signed by an officer and include the following:

- the date of the gift or entertainment,

- the amount or value of the gift or entertainment,

- the name, address and position of the person to whom the gift or entertainment was given, and

- a description of the circumstances of the gift or entertainment.

Officers should prepare the LM INFORMATION REPORT either when the expense of the gift or entertainment is borne by them personally or when it is borne or reimbursed by the FIRM. Special situations that the LM INFORMATION REPORT intends to identify include: (i) any arrangement between the FIRM and another company to share expenses, (ii) when a gift or entertainment is provided to multiple recipients including unions or union officials (in which case, you will need to determine the cost allocable to the union or union official recipients), and (iii) where the recipient of the gift is a charitable organization associated with or supported by a union or union

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official. Please complete all items of the LM INFORMATION REPORT that are applicable. This is critical to the FIRM being able to accurately complete the Form LM-10, including determining whether any exemptions apply to any of the matters reported on the LM INFORMATION REPORT.

Once completed and signed by an officer, the LM INFORMATION REPORT should be submitted to the FIRM'S Controller or the Controller's designee who will check the form for completeness. The FIRM'S Controller or Controller's designee will also provide a copy to the Personal Securities Administrator.

Other Codes of Ethics

Certain officers of the TCW FUNDS are subject to the Sarbanes-Oxley Act Code of Ethics as set forth in the Registered Investment Company Policies. To the extent any provisions of the Sarbanes-Oxley Act Code of Ethics and this CODE OF ETHICS conflict, the provisions in the Sarbanes-Oxley Act Code of Ethics will supersede with respect to the officers of the TCW FUNDS subject to the Sarbanes-Oxley Act Code of Ethics.

Additionally, you should be aware that sometimes a client imposes more stringent codes of ethics than those set forth above. If you are subject to a client's code of ethics, you should abide by it.

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Outside Activities

Outside Employment (Including Consulting)

Each employee is expected to devote his or her full time and ability to the FIRM'S interests during regular working hours and during such additional time that may be properly required. The FIRM discourages employees from holding outside paid employment, including consulting. If you are considering taking outside employment, you must submit a written request to your Department Head. The request must include the name of the business, type of business, type of work to be performed, and the days and hours that the work will be performed. If your Department Head approves your request, it will be submitted to the Chief Administrative Officer for final approval. The approval will be sent to the Human Resources Department with a copy to the Personal Securities Administrator. The Human Resources Department will keep written records of both approvals.

An employee may not engage in outside employment that:

- interferes, competes, or conflicts with the interests of the FIRM,

- encroaches on normal working time or otherwise impairs performance,

- implies FIRM sponsorship or support of an outside organization, or

- adversely reflects directly or indirectly on the FIRM.

Corporate policy prohibits outside employment in the securities brokerage industry. Employees must abstain from negotiating, approving, or voting on any transaction between the FIRM and any outside organization with which they are affiliated, whether as a representative of the FIRM or the outside organization, except in the ordinary course of their providing services for the FIRM and on a fully disclosed basis.

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If you have an approved second job, you are not eligible to receive compensation during an absence from work that is the result of an injury on the second job and outside employment will not be considered an excuse for poor job performance, absenteeism, tardiness or refusal to work overtime. Should any of these situations occur, approval may be withdrawn.

Any other outside activity or venture that is not covered by the foregoing, but that may raise questions, should be approved with the Chief Administrative Officer who will provide a record of the approval to the Human Resources Department.

Service as Director

No officer, portfolio manager, investment analyst, or securities trader may serve as a director or in a similar capacity of any non-FIRM company or institution, whether or not it is part of your role at the FIRM, without prior approval from the APPROVING OFFICERS. If you receive approval, it will be subject to the implementation of procedures to safeguard against potential conflicts of interest, such as CHINESE WALL procedures, placing securities of the company on a restricted list, or recusing yourself if the entity ever considers doing business with the FIRM. The FIRM may withdraw approval if senior management concludes that withdrawal is in the FIRM'S interest.

You do not need approval to serve on the Board of a private family corporation for your family or any charitable, professional, civic, or nonprofit entities that are not clients of the FIRM and that have no business relations with the FIRM. Also, if you serve in a director capacity that does not require approval, but circumstances later change that would require such approval (e.g., the company enters into business relations with the FIRM or becomes a client), you must then get approval. You should complete the Report on Outside Directorships and Officerships and contact the Personal Securities Administrator who will coordinate the necessary approvals.

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Fiduciary Appointments

No FIRM employee may accept appointments as executor, trustee, guardian, conservator, general partner, or other fiduciary, or any appointment as a consultant in connection with fiduciary or active money management matters, without contacting the Personal Securities Administrator and having the Personal Securities Administrator obtain prior approval from the APPROVING OFFICERS. This policy does not apply to appointments involving personal estates or service on the Board of a charitable, civic, or nonprofit company where the ACCESS PERSON does not act as an investment adviser for the entity's assets. If the FIRM grants you approval to act as a fiduciary for an account outside of the FIRM, it may determine that the account qualifies as an OUTSIDE FIDUCIARY ACCOUNT. SECURITIES traded by you as a fiduciary will be subject to the Personal Investment Transactions Policy.

Compensation, Consulting Fees and Honorariums

If you have received proper approval to serve in an outside organization or to engage in other outside employment (including consulting), you may retain all compensation paid for such service unless otherwise provided by the terms of the approval, including honorariums for publications, public speaking appearances, instruction courses at educational institutions, and similar activities. You should report the amount of this compensation, in writing, to the Chief Administrative Officer who will provide a record of the compensation to the Human Resources Department. You may not retain compensation received for services on Boards of Directors or as officers of corporations where you serve in the course of your employment activities with the FIRM. You should direct any questions concerning the permissible retention of compensation to the Chief Administrative Officer.

Participation in Public Affairs

The FIRM encourages its employees to support community activities and political processes. Normally, voluntary efforts take place outside of regular business hours. If

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voluntary efforts require corporate time, or you wish to accept an appointive office, or you run for elective office, you should contact the Personal Securities Administrator who will coordinate the necessary approvals. Two approvals are required: (i) first, approval from the head of your Department or your supervisor if you are head of your Department and
(ii) second, approval from the Chief Administrative Officer. You must campaign for an office on your own time, and you may not use FIRM property or services for such purposes without proper reimbursement to the FIRM.

In all cases, employees participating in political activities do so as individuals and not as representatives of the FIRM. To prevent any interpretation of sponsorship or endorsement by the FIRM, you should not use either the FIRM'S name or its address in material you mail or funds you collect, and the FIRM should not be identified in any advertisements or literature, except as necessary biographical information.

Serving As Treasurer of Clubs, Houses of Worship, Lodges

An employee may act as treasurer of clubs, houses of worship, lodges, or similar organizations. However, you should keep funds belonging to such organizations in separate accounts and not commingle them in any way with your personal funds or the FIRM'S funds.

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Political Activities & Contributions

Introduction

In the U.S., both federal and state laws impose limitations, and in some cases restrictions, on certain kinds of political contributions and activities. These laws apply not only to U.S. citizens, but also to foreign nationals and both U.S. and foreign corporations and other institutions. Accordingly, the FIRM has adopted policies and procedures concerning political contributions and activities regarding federal, state, and local candidates, officials and political parties.

This policy regarding activities and political contributions applies to the FIRM and all employees. Failure to comply with these rules could result in civil or criminal penalties for the FIRM and the individuals involved.

These policies are intended solely to comply with these laws and regulations and to avoid any appearance of impropriety. These policies are not intended to otherwise interfere with an individual's right to participate in the political process.

Overview

The following summarizes the key elements of the Policy on Political Activities and Contributions. You are responsible for being familiar and complying with the complete policy that follows this summary.

If you have any questions about political contributions or activities, contact the General Counsel.

- Neither the FIRM nor anyone working on behalf of the FIRM may solicit or make a political contribution for the purpose of assisting the FIRM in obtaining or retaining business.

- Use of the FIRM'S facilities for political purposes is only authorized for activities allowed by law and consistent with this policy. For more information, see

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the Rules for Political Activities on FIRM Premises and Using FIRM Resources.

- Contributions by the FIRM - Federal law prohibits political contributions by the FIRM (or in TCW's name) in support of candidates for federal office. While some states do allow such contributions, legal restrictions on corporate donations to state and local candidates apply, so any FIRM contributions must be approved, in writing, by the General Counsel who will maintain a copy.

- Contributions by Employees - Employees are free to give to candidates for federal, state and local office as a matter of personal choice. However, you must obtain preclearance from the General Counsel for any contributions to state and local political officials or candidates if, to your knowledge, they serve, or are seeking a position, on the governing Board of any FIRM client or potential client.

- Support of Candidates, Initiatives, and Special Purpose Organizations Hostile to Defined Benefit Plans - The Firm considers the support of candidates, initiatives, or special purpose political action organizations that threaten or otherwise jeopardize the future of employer-sponsored or union-sponsored defined benefit plans that are intended to provide SECURITY to their members often to be against the interest of our client base. As such,

- the FIRM will not sponsor or contribute to such candidates, initiatives or special purpose political action organizations, and

- employees of the FIRM are urged to not sponsor or contribute to such candidates, initiatives, or special purpose political action organizations.

- Use of the FIRM'S name (even in biographical or professional descriptors) is prohibited in connection with explicit political activities of individuals unless required by law or permission has been granted by the General Counsel.

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- Political contributions to U.S. candidates by persons who are not U.S. citizens or permanent resident aliens ("foreign nationals") or by foreign businesses are prohibited by law.

- Each individual is responsible for remaining within federal, state, and local contribution limits on political contributions and adhering to applicable contribution reporting requirements.

- Use of the FIRM'S address on political contributions should be avoided unless required by law.

- There are additional limits for residents of New Jersey and persons who negotiate contracts with State of Connecticut officials that are discussed under the "Rules for Individuals" section below.

Policy on Political Activities and Contributions

General Rules

POLITICAL CONTRIBUTIONS TO OBTAIN OR RETAIN BUSINESS

All persons are prohibited from making or soliciting political contributions where the purpose is to assist the FIRM in obtaining or retaining business.

SOLICITATIONS OF TCW EMPLOYEES ON BEHALF OF FEDERAL, STATE, OR LOCAL
CANDIDATES OR COMMITTEES

No employee shall apply pressure, direct or implied, on any other employee that infringes upon an individual's right to decide whether, to whom, in what capacity, or in what amount or extent, to engage in political activities.

CONTRIBUTIONS AND SOLICITATIONS

Solicitations/invitations of FIRM personnel

All employees must comply with the following procedure when soliciting political contributions to candidates, party committees or political committees. Solicitations or invitations to fundraisers must:

- originate from the individual's home address,

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- make clear that the solicitation is not sponsored by the FIRM, and

- make clear that the contribution is voluntary on the part of the person being solicited.

General Prohibitions

All employees are prohibited from:

- making political solicitations under the auspices of the FIRM, unless authorized in writing by the General Counsel who will maintain a copy. Use of FIRM letterhead is prohibited,

- causing the FIRM to incur additional expenses by using its resources for political solicitations, such as postage,

- reimbursing others for political contributions,

- using the FIRM'S name (even in biographical or professional descriptors) in connection with explicit political activities of individuals unless required by law or permission has been granted by the General Counsel, and

- doing indirectly or through another person anything prohibited by these policies and procedures.

POLITICAL CONTRIBUTIONS AND ACTIVITIES BY FOREIGN NATIONALS

Foreign nationals and non-permanent resident aliens are prohibited by law from:

- making contributions, donations, expenditures, or disbursements (either directly or indirectly) in connection with any federal, state, or local elections,

- contributing or donating to federal, state or local political party committees, and

- making disbursements for federal, state, or local electioneering communications.

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Rules for Individuals

Responsibility for Personal Contribution Limits

Federal law and the laws of many states and localities establish contribution limits for individuals and political committees. Knowing and remaining within those limits are your responsibility. In some jurisdictions, contribution limits apply to the aggregate of all of your contributions within the jurisdiction.

STATE AND LOCAL ELECTIONS

You must obtain preclearance for any proposed contributions to state and local political officials if, to your knowledge, those individuals now serve, or are seeking a position on, the governing Board of a client of the FIRM.

SPECIAL RULE FOR CONNECTICUT

Directors, officers, and those managerial or discretionary employees of the FIRM who have direct, extensive, and substantive responsibilities with respect to the negotiation of contracts with the State of Connecticut or an agency thereof may not make political contributions to or solicitations for:

- candidates for the offices of Governor, Lieutenant Governor, Attorney General, State Controller, Secretary of State, State Treasurer, State Senator, State Representative, or any exploratory committee for candidates for these offices, and

- any state party or committee (e.g. Democratic or Republican State Committees); contributions or solicitations for local offices or local subdivisions are not covered by this prohibition.

For purposes for the Connecticut prohibitions, "solicitations" means requesting contributions, participating in fundraising, serving as a chair of a committee, or serving on a fund raising committee.

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SPECIAL RULE FOR NEW JERSEY

Officers of the FIRM (and third-party solicitors) may not:

- make political contributions to New Jersey state or local officials, employees, or candidates for office, or

- engage in any payment to a political party in New Jersey.

The New Jersey restrictions apply to New Jersey state and local elections, New Jersey state and local officeholders (and candidates for office), and political parties and committees of any kind and at any level in New Jersey. They do not apply with regard to candidates for federal office.

These rules prohibit (i) making or soliciting any monetary or "in-kind" contributions, (ii) funding, coordinating or reimbursing a contribution by someone else, (iii) participating in fundraising activity, and (iv) engaging in any other activity that is designed indirectly (including through the employee's spouse or other family members) to accomplish otherwise prohibited political activity. Officers may not instruct, direct, or influence non-officers to participate in these activities on their behalf.

The only exceptions are that employees may make contributions to:

- New Jersey state and local officials (and candidates for office), for whom such TCW employees are eligible to vote, in an amount not to exceed $250 per New Jersey official per election, or

- New Jersey political parties in an amount not to exceed $250 per party per year.

If you feel you fall outside the ambit of the law and would like an exemption, you may seek an exemption from the Chief Administrative Officer or the General Counsel. Exemption requests should be in writing and should detail the reasons for the exemption. The Chief Administrative Officer and General Counsel should forward the written

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request and written exemption to the Personal Securities Administrator.

Political Activities on Firm Premises and Using Firm Resources

Federal, State, and Local Elections

All employees are prohibited from:

- causing TCW to incur additional expenses by using FIRM resources for political activities, including expenditures such as the use of photocopier paper for political flyers, or FIRM-provided refreshments at a political event. (some exceptions to this ban may apply; see On Premises Activities Relating to Federal Elections below), and

- directing subordinates to participate in federal, state, and/or local fundraising or other political activities, except where those subordinates have voluntarily agreed to participate in such activities.

On Premises Activities Relating To Federal Elections

Federal law and FIRM policy allow individuals to engage in limited personal, volunteer political activities on company premises on behalf of a federal candidate. Such activities are permitted if and only if:

- the political activities are isolated and incidental (they may not exceed 1 hour per week or 4 hours per month),

- the activities do not prevent the individual from completing normal work and do not interfere with the FIRM'S normal activity,

- the activities do not raise the overhead of the FIRM (e.g., using firm facilities that result in long distance phone charges, facsimile charges, postage or delivery charges, etc.), and

- the activities do not involve services performed by other employees (secretaries, assistants, or other subordinates) unless the other employees are

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voluntarily engaging in the political activities in question.

Volunteers Who Are Of Subordinate Rank

Any employee considering the use of the services of a subordinate employee (whether or not in the same reporting line) for political activities must inform the subordinate that his or her participation is strictly voluntary and that he or she may decline to participate without risk of retaliation or any adverse job action.

On Premises Activities Relating To State and Local Elections

The laws and limitations on corporate political contributions and activities vary significantly from state to state. In general, the guidelines and policies set forth above for activities related to federal elections should be followed. If you have questions, contact the General Counsel.

Rules for TCW

Federal Elections

The FIRM is prohibited from:

- making or facilitating contributions to federal candidates from corporate treasury funds,

- making or facilitating contributions or donations to federal political party committees and making donations to state and local political party committees if the committees use the funds for federal election activities,

- using corporate facilities, resources, or employees for federal political activities other than for making corporate communications to its officers, directors, stockholders, and their families, and

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- making partisan communications to its "rank and file" employees or to the public at large.

Contributions to State and Local Candidates and Committees

The laws and limitations on corporate political contributions and activities vary significantly from state to state. All FIRM employees must obtain preclearance from the General Counsel prior to:

- using the FIRM'S funds for any political contributions to state or local candidates, or

- making any political contribution in the FIRM'S name.

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Other Employee Conduct

Personal Financial Responsibility

Properly managing your personal finances is important, particularly in matters of credit. Imprudent personal financial management may affect job performance and lead to more serious consequences for employees in positions of trust.

Personal Loans

You are not permitted to borrow from clients or from providers of goods or services with whom the FIRM deals, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances, without special treatment. This prohibition does not preclude borrowing from individuals related to you by blood or marriage.

Taking Advantage of a Business Opportunity That Rightfully Belongs To the Firm

Employees must not take for their own advantage a business opportunity that rightfully belongs to the FIRM. Whenever the FIRM has been actively soliciting a business opportunity, or the opportunity has been offered to it, or the FIRM'S funds, facilities, or personnel have been used in pursuing the opportunity, that opportunity rightfully belongs to the FIRM and not to employees who may be in a position to divert the opportunity for their own benefits.

Examples of improperly taking advantage of a corporate opportunity include:

- selling information to which an employee has access because of his/her position,

- acquiring any real or personal property interest or right when the FIRM is known to be interested in the property in question,

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Other Employee Conduct

- receiving a commission or fee on a transaction that would otherwise accrue to the FIRM, and

- diverting business or personnel from the FIRM.

Disclosure of a Direct or Indirect Interest in a Transaction

If you or any family member have any interest in a transaction (whether the transaction is on behalf of a client or on behalf of the FIRM), that interest must be disclosed, in writing, to the General Counsel or Chief Compliance Officer. Disclosure will allow assessment of potential conflicts of interest and how they should be addressed. You do not need to report any interest that is otherwise reported in accordance with the Personal Investment Transactions Policy. For example, conducting business with a vendor or service provider who is related to you or your family, or with a vendor or service provider for which a parent, spouse, or child is an officer should be disclosed.

Corporate Property or Services

Employees are not permitted to act as principal for either themselves or their immediate families in the supply of goods, properties, or services to the FIRM, unless approved, in writing, by the Chief Administrative Officer. Any such approval is to be sent to the Personal Securities Administrator. Purchase or acceptance of corporate property or use of the services of other employees for personal purposes also is prohibited. This includes the use of inside counsel for personal legal advice absent approval from the General Counsel or use of outside counsel for personal legal advice at the FIRM'S expense.

Use of TCW Stationery

Using official corporate stationery for either personal correspondence or other non-job-related purposes is inappropriate.

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Other Employee Conduct

Giving Advice to Clients

The FIRM cannot practice law or provide legal advice. You should avoid statements that might be interpreted as legal advice. You should refer questions in this area to the General Counsel. You also should avoid giving clients advice on tax matters, the preparation of tax returns, or investment decisions, with the exception of situations that may be appropriate in the performance of an official fiduciary or advisory responsibility, or as otherwise required in the ordinary course of your duties.

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Confidentiality

All information relating to past, current, and prospective clients is highly confidential and is not to be discussed with anyone outside the organization under any circumstance. One of the most sensitive and difficult areas in the FIRM'S daily business activities involves information regarding investment plans or programs and possible or actual securities transactions by the FIRM. Consequently, all employees and on-site long term temporary employees and consultants will be required to sign and adhere to a Confidentiality Agreement. You should report violations of the Confidentiality Agreement to the Chief Compliance Officer.

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Sanctions

Upon discovering a violation of this CODE OF ETHICS, the FIRM may impose such sanctions it deems appropriate, including, but not limited to, a reprimand (orally or in writing), supplemental training, a reversal of any improper transaction and disgorgement of the profits from the transaction, demotion, and suspension or termination of employment.

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Reporting Illegal or Suspicious Activity - "Whistleblower Policy"

Policy

The FIRM is committed to high ethical standards and compliance with the law in all of its operations. The FIRM believes that its employees are in the best position to provide early identification of significant issues that may arise with compliance with these standards and the law. The FIRM'S policy is to create an environment in which its employees can report these issues in good faith without fear of reprisal.

The FIRM'S practice is that all employees report illegal activity or activities that are not in compliance with the FIRM'S formal written policies and procedures, including our CODE OF ETHICS, to assist the FIRM in detecting and putting an end to fraud and unlawful conduct. To that end, the Whistleblower procedures below have been adopted. Consistent with the policies of Societe Generale, the reports under the Whistleblower procedures will not be anonymous, but these reports by a reporting employee will be held confidentially by the FIRM except in extraordinary and limited circumstances.

The FIRM expects the exercise of the Whistleblower Policy to be used responsibly. If an employee believes that a policy is not being followed because it is merely being overlooked, the normal first recourse should be to bring the issue to the attention of the party charged with the operation of the policy.

Procedure

In most cases, an employee should be able to resolve issues or concerns with his or her manager or, if appropriate, other line management senior to their manager. However, instances may occur when this recourse fails or you have legitimate reasons to choose not to notify management. Examples include, but are not limited to, circumstances in which the report involves your manager or the manager fails to respond. In such cases,

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Reporting Illegal or Suspicious Activity - "Whistleblower Policy"

the FIRM has established a system for employees to report illegal activities or non-compliance with the FIRM'S formal written policies and procedures.

An employee who has a good faith belief that a violation of law or failure of compliance may occur or is occurring has a right to come forward and report under this Whistleblower Policy. "Good faith" does not mean that a reported concern must be correct, but it does require that the reporting employee believe that he or she is fully disclosing information that is truthful.

Reports may be oral, by telephone or interview, or in writing by letter, memorandum, or e-mail. The employee making the report must identify himself or herself. The employee also should clearly identify that the report is being made pursuant to this Reporting of Illegal or Suspicious Activity Policy and in a context commensurate with the fact that the Reporting of Illegal or Suspicious Activity Policy is being invoked (e.g., not in a casual conversation in a lunch room). The report should be made to the following parties, in the order shown:

- The Chief Compliance Officer, unless it would not be appropriate or that officer fails to respond, or

- The Secretary General of Societe Generale Group (e-mail:
alert.alert@socgen.com, as a last resort, particularly if the cause of the initial report persists.

The Chief Compliance Officer and General Counsel will consult about the investigation as required. Depending on the nature of the matters covered by the report, an officer or manager may conduct the investigation, or it may be conducted by the Chief Compliance Officer, the General Counsel or by an external party.

The investigation will be conducted diligently by any appropriate action.

The FIRM understands the importance of maintaining confidentiality of the reporting employee to make the Whistleblower right effective. Therefore, the identity of the employee making the report will be kept confidential,

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Reporting Illegal or Suspicious Activity - "Whistleblower Policy"

except to the extent that disclosure may be required by law, a governmental agency, or self-regulatory organization, or as an essential part of completing the investigation determined by the Chief Compliance Officer or the General Counsel. Any disclosure shall be limited to the minimum required. The employee making the report will be advised if confidentiality cannot be maintained.

The Chief Compliance Officer will follow up on the investigation to make sure that it is completed, that any non-compliance issues are addressed, and that no acts of retribution or retaliation occur against the person(s) reporting violations or cooperating in an investigation in good faith.

The Chief Compliance Officer or General Counsel will report to TCW'S Board of Directors concerning the findings of any investigation they determine involved a significant non-compliance issue.

If an employee elects not to report suspected unlawful activity to the FIRM, the employee may contact the California Office of the Attorney General's whistleblower hotline at (800) 952-5225. The Attorney General shall refer calls received on its whistleblower hotline to the appropriate governmental authority for review and possible investigation.

Note that submitting a report that is known to be false is a violation of this Reporting of Illegal or Suspicious Activity Policy.

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Annual Compliance Certification

The FIRM will require all ACCESS PERSONS and FIRM directors to certify annually that (i) they have read and understand the terms of this CODE OF ETHICS and recognize the responsibilities and obligations incurred by their being subject to this CODE OF ETHICS, and (ii) they are in compliance with the requirements of this CODE OF ETHICS, including, but not limited to, the personal investment transactions policies contained in this CODE OF ETHICS.

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Glossary

ACCESS PERSONS - Includes all of the FIRM'S directors, officers, and employees, except directors who (i) do not devote substantially all working time to the activities of the FIRM, and (ii) do not have access to information about the day-to-day investment activities of the FIRM. A consultant, temporary employee, or other person may be considered an ACCESS PERSON depending on various factors, including length of service, nature of duties, and access to FIRM information.

ACCOUNT - A separate account and/or a commingled fund (e.g., limited partnership, trust, mutual fund, REIT, and CBO/CDO/CLO).

APPROVING OFFICERS - One of the Chief Executive Officer or the Chief Administrative Officer, and one of the General Counsel or the Chief Compliance Officer.

AUTO-TRADES - Pre-instructed transactions that occur automatically following the instruction, such as dividend or distribution reinvestments, paycheck contributions, and periodic or automatic withdrawal programs.

BNY MELLON - The Bank of New York Mellon, the entity to which the FIRM has outsourced client accounting and related operations for ACCOUNTS other than the FIRM'S proprietary mutual funds and wrap accounts.

CBO - Collateralized bond obligation.

CDO - Collateralized debt obligation. A security backed by a pool of bonds, loans, and other assets.

CHINESE WALLS OR INFORMATIONAL BARRIERS - The conscientious use of a combination of trading

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Glossary

restrictions and information barriers designed to confine material non-public information to a given individual, group, or department.

CLO - Collateralized loan obligation.

CODE OF ETHICS - This Code of Ethics.

ENTERTAINMENT - Generally means the attendance by you and your guests at a meal, sporting event, theater production, or comparable event where the expenses are paid by a business relation who invited you, and also might include payment of travel to, or accommodation expenses at, a conference or an out-of-town event.

ETF - Exchange Traded Fund. A fund that tracks an index but can be traded like a stock.

EXCHANGE ACT - Securities Exchange Act of 1934, as amended.

EXEMPT SECURITIES - Only the SECURITIES (or SECURITIES obtained in transactions) described in the subsection Securities or Transactions Exempt from Personal Investment Transactions Policy.

FINRA - Financial Industry Regulatory Authority, created through the consolidation of NASD and the member regulation, enforcement, and arbitration functions of the NYSE.

FIRM OR TCW - The TCW Group of companies.

GIFT - Anything of value received without paying its reasonable fair value (e.g., favors, money, credit, special discounts on goods or services, free services, loans of goods or money, tickets to sports or entertainment events, trips and hotel expenses). If

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Glossary

something falls within the definition of ENTERTAINMENT, it does not fall within the category of GIFTS.

IPO - Initial public offering. An offering of securities registered under the SECURITIES ACT, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the EXCHANGE ACT.

INSIDE INFORMATION - Material, non-public information.

INVESTMENT PERSONNEL - Includes (i) any portfolio manager or securities analyst or SECURITIES trader who provides information or advice to a portfolio manager or who helps execute a portfolio manager's decision, and
(ii) a member of the Investment Control Department.

IRA - Individual Retirement Account.

LIMITED OFFERING - An offering that is exempt from registration under the SECURITIES ACT pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the SECURITIES ACT. Note that a CBO or CDO is considered a LIMITED OFFERING or PRIVATE PLACEMENT.

LM INFORMATION REPORT - Report required for reporting gifts or entertainment to labor unions or union officials.

MATERIAL INFORMATION - Information that a reasonable investor would consider important in making an investment decision. Generally, this is information the disclosure of which could reasonably be expected to have an effect on the price of a company's securities.

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Glossary

NON-DISCRETIONARY ACCOUNTS - Accounts for which the individual does not directly or indirectly make or influence the investment decisions.

OUTSIDE FIDUCIARY ACCOUNTS - Certain fiduciary accounts outside of the FIRM for which an individual has received the FIRM'S approval to act as fiduciary and that the FIRM has determined qualify to be treated as OUTSIDE FIDUCIARY ACCOUNTS under this CODE OF ETHICS.

PTAF - Personal Transaction Authorization Form that can be found at http://tcw.starcompliance.com.

PRIVATE PLACEMENTS - An offering that is exempt from registration under the SECURITIES ACT pursuant to Sections 4(2) or 4(6), or pursuant to Rules 504, 505, or 506 or under the SECURITIES ACT. Note that a CBO or CDO is considered a LIMITED OFFERING or PRIVATE PLACEMENT.

REIT - Real estate investment trust.

REGISTERED PERSON - Any person having a securities license (e.g., Series 6, 7, 24, etc.) with TFD.

RESTRICTED SECURITIES LIST - A list of the securities for which the FIRM is generally limited firm-wide from engaging in transactions.

ROUNDTRIP TRADE - Any purchase followed by a redemption in any single TCW
FUND.

SEC - Securities and Exchange Commission.

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CODE OF ETHICS

Glossary

SECURITIES - Includes any interest or instrument commonly known as a security, including stocks, bonds, ETFS, shares of mutual funds, and other investment companies (including money market funds and their equivalents), options, warrants, financial commodities, other derivative products and interests in privately placed offerings and limited partnerships, including hedge funds.

SECURITIES ACT - Securities Act of 1933, as amended.

TAMCO - TCW Asset Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

TCW OR FIRM - The TCW Group of companies.

TCW 401(K) PLAN - TCW Profit Sharing and Savings Plan.

TCW ACCOUNT - Includes (i) an account maintained at the FIRM through the Private Client Services Department, or (ii) an account maintained directly with the TCW FUNDS' transfer agent, and (iii) in the case of an IRA, through an IRA established through the Private Client Services Department where BNY MELLON is the custodian.

TCW ADVISOR - Includes TAMCO, TIMCO, and any other U.S. federally registered advisors directly or indirectly controlled by The TCW Group, Inc.

TFD - TCW Funds Distributors (formerly, TCW Brokerage Services), a limited-purpose broker-dealer.

TCW FUNDS - TCW Funds, Inc., each of its series, and any other proprietary, registered, open-end investment companies (mutual funds) advised by TIMCO.

TIMCO - TCW Investment Management Company, a U.S.-registered investment advisor and direct subsidiary of The TCW Group, Inc.

(TCW LOGO)
CODE OF ETHICS

Glossary

TSI - TCW Strategic Income Fund, Inc., and any other proprietary, registered, closed-end investment companies advised by TIMCO.

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CODE OF ETHICS

Endnotes

(1) The outside directors of The TCW Group, Inc. are not deemed to be ACCESS PERSONS because they (i) are not a "Supervised Person" as defined in
Section 202(a)(25) of the Investment Advisers Act of 1940, (ii) do not have access to non-public information regarding any client's purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund, and (iii) are not involved in making securities recommendations to clients, or who have access to such recommendations that are non-public.

(TCW LOGO)
CODE OF ETHICS

Section 12. Code of Ethics/Personal Trading

XII. CODE OF ETHICS

In accordance with Rule 204A-1 of the Investment Advisors Act of 1940, The London Company ("TLC") requires that all employees follow the standard of business conduct as set forth in this Code of Ethics document ("the Code"). The Code will be distributed to every employee and each will be required to sign and return documentation in acknowledgement of receipt. Annual recertification that each employee has re-read, understands and has complied with the Code will be documented though signature on the Compliance Manual Employee Review memo, which includes a specific section on the Code to highlight its importance. The anniversary for employee signature will coincide with the distribution of the Compliance Manual in or around October after its annual review.

TLC places a high value on ethical conduct based on the fundamental principles of openness, integrity, honesty and trust. All employees are challenged to live up to not only the letter of the law, but a sound moral standard. As an investment manager, we owe a fiduciary duty to our clients and therefore must place their interests ahead of our own. All personnel must avoid any conduct which could create a potential conflict of interest, and must ensure that their personal securities transactions do not interfere with the clients' portfolio transactions and that they do not take inappropriate advantage of their positions. By following these principles, our actions will easily fall within a high standard of business conduct. We are committed to maintaining these standards and as such, have adopted strict policies to ensure that everyone adheres to them.

I. Securities Laws. TLC requires that all employees comply with all applicable securities laws. Ignorance of the law does not preclude one from adhering to it. Should any employee violate current law, they will be subject to immediate termination.

II. Insider Trading. No TLC employee may trade, either personally or on behalf of others, while in possession of material non-public information; nor may they communicate material non-public information to others.

III. Client Priority. Our first duty is to our clients. All employees are expected to protect client information, securities transactions and holdings. Employees must remember that all investment opportunities are offered first to clients.

IV. Material Non-public Information. Many types of information may be considered material, including, without limitation, advance knowledge of: dividend or earnings announcements, asset write-downs or write-offs, additions to reserves for bad debts or contingent liabilities, expansion or curtailment of company or major division operations, merger or joint venture announcements, new product/service announcements, discovery or research developments, investigations and indictments, pending labor disputes, debt service or liquidity problems, bankruptcy or insolvency problems, tender offers and stock repurchase plans, and recapitalization plans. Information provided by a company could be material because of its expected effect on a particular class of securities, all of a company's securities, the securities of another company, or the securities of several companies. The prohibition against misusing Material Non-public Information applies to all types of financial instruments including, but not limited to, stocks, bonds, warrants, options, futures, forwards, swaps, commercial paper and government-issued securities. Material information need not relate to a company's business. For example, information about the contents of an upcoming newspaper column may affect the price of a security and therefore be considered material. Employees should consult with the CCO if there is any question as to whether non-public information is material.

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Section 12. Code of Ethics/Personal Trading

A. Distribution of Non-Public Information. Once information has been effectively distributed to the investing public, it is no longer non-public. However, the distribution of Material Non-Public Information must occur through commonly recognized channels for the classification to change. In addition, there must be adequate time for the public to receive and digest the information. Non-public information does not change to public information solely by selective dissemination. Employees must be aware that even where there is no expectation of confidentiality, a person may become an insider upon receiving Material Non-Public Information. Employees should consult with the CCO if there is any question as to whether material information is non-public.

B. Penalties for Trading on Material Non-Public Information. Severe penalties exist for firms and individuals that engage in Insider Trading, including civil injunctions, disgorgement of profits and jail sentences. Further, fines for Insider Trading may be levied against individuals and companies in amounts up to three times the profit gains or loss avoided. London Company will not protect employees found guilty of insider trading.

C. Procedures for Recipients of Material Non-Public Information. If an employee has questions as to whether they are in possession of Material Non-Public Information, they should inform the CCO as soon as possible. The CCO will conduct research to determine if the information is likely to be considered material, and whether the information has been publicly disseminated.

1. Given the severe penalties imposed on individuals and firms engaging in Insider Trading, employees:

a. Must immediately report the potential receipt of Material Non-Public Information to the CCO;

b. Must not trade the securities of any company about which they may possess Material Non-Public Information;

c. Must not discuss any potentially Material Non-Public Information with colleagues, except as specifically required by their position; and

d. Must not conduct research, trading, or other investment activities regarding a security for which they may have Material Non-Public Information until the CCO dictates an appropriate course of action.

2. If the CCO determines that the information is material and non-public, the CCO will prepare a written memorandum describing the information, its source, and the date that the information was received. TLC will not place any trades in securities for which it has Material Non-Public Information. Depending on the relevant facts and circumstances, the CCO may also take some or all of the following steps:

a. Review TLC's Insider Trading policies and procedures with the affected individual(s);

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Section 12. Code of Ethics/Personal Trading

b. Initially ask the affected individual(s) to execute written agreements that they will not disclose the potentially Material Non-Public Information to others, including colleagues;

c. Periodically ask the affected individual(s) to sign certifications that they have not improperly shared the information;

d. Review TLC's Insider Trading policies and procedures with all employees;

e. Conduct key word searches of all employees' emails for the information in question.

3. Trading in affected securities may resume, and other responses may be adjusted or eliminated, when the CCO determines that the information has become public and/or immaterial. At such time, the CCO will amend the memorandum noted above to indicate the date that trading was allowed to resume and the reason for the resumption.

D. Selective Disclosure. Non-public information about TLC's investment strategies, trading, and Client holdings may not be shared with third parties except as is necessary to implement investment decisions and conduct other legitimate business. Employees must never disclose proposed or pending trades or other sensitive information to any third party without the prior approval of the CCO. Federal Securities Laws may prohibit the dissemination of such information, and doing so may be considered a violation of the fiduciary duty that TLC owes to its Clients.

E. Rumors. Creating or passing false rumors with the intent to manipulate securities prices or markets may violate the antifraud provisions of Federal Securities Laws. Such conduct is contradictory to TLC's Code of Ethics, as well as the Company's expectations regarding appropriate behavior of its employees. Employees are prohibited from knowingly circulating false rumors or sensational information that might reasonably be expected to affect market conditions for one or more securities, sectors, or markets, or improperly influencing any person or entity.

V. Access Persons.

A. Definition. Those employees in a position to exploit information about client transactions and holdings are considered Access Persons. They will be subject to additional reporting requirements that are not necessary for other employees. An Access Person has access to nonpublic information regarding clients' purchase or sale of securities. An Access Person is involved in making securities recommendations to clients that are nonpublic or who have access to such recommendations. This includes those who have access to nonpublic information regarding the portfolio holdings of an affiliated mutual fund. Since the London Company's primary business is providing investment advice, all employees are presumed to be Access Persons.

B. List of Access Persons. The Chief Compliance Officer ("CCO") will maintain a list of Access Persons to be updated at the end of each reporting quarter. Any employee

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Section 12. Code of Ethics/Personal Trading

that became an Access Person during the reporting quarter will be required to submit reports as itemized in the Code.

VI. Request for Personal Trading Information. The CCO will send a memo (see Compliance Manual Appendix 2. for sample memo) by email to all Access Persons within the first week of each new quarter requesting a list of personal trades from the previous quarter. The list shall include all reportable securities as described below for all personal accounts and accounts of family members living in the same household. This completed form is to be returned by the 10th day of the month. Response by hard copy or email is allowed. If not returned by the 10th day, a second request will be made to the necessary employees. If not returned by the 30th day, a memo will be sent to the Principal and a copy kept in the Personal Securities Transactions file. In addition, all Access Persons shall submit to the CCO all security and brokerage statements for review and file for all personal accounts and accounts of family members living in the same household. These statements shall be submitted by the 30th day. If not returned by the 30th day, a second request will be made to the necessary employees. If not returned by the 45th day, a memo will be sent to the Principal and a copy kept in the Personal Securities Transactions file.

A. Reportable Securities. Reportable securities are considered any where an Access Person has any direct or indirect beneficial ownership. This includes securities held by his or her immediate family members sharing the same household. The Access Person will certify that all transactions are included by their signature on the memo.

B. Exceptions. The following are excluded from reporting:

1. Transactions pursuant to an automatic investment plans.

2. Transactions in accounts where the Access Person has no direct or indirect control.

3. Those securities that present little opportunity for improper trading:

i. Mutual fund transactions other than those managed by TLC.

ii. Directed obligations of the US government.

iii. Money market funds and money market instruments such as bankers' acceptance, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments.

iv. Units of a unit investment trust unless invested exclusively in unaffiliated mutual funds.

C. Review. The CCO will review and save hard copy files of the lists of employee trades. Each list will be signed and dated by the CCO as proof of review. The Principal will review the CCO's personal trades. The CCO will use employee reports to review the following:

1. Assess whether the Access Person followed any required internal procedures.

2. Analyze trading patterns that indicate abuse, including market timing.

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Section 12. Code of Ethics/Personal Trading

3. Assess whether the Access Person is trading for his own account in the same securities he is trading for clients, and if so, whether the clients are receiving terms as favorable as the Access Person.

4. Investigate any substantial disparities between the quality of performance the Access Person achieves for his own account versus the performance of clients.

5. Investigate any substantial disparities between the percentage of trades that are profitable when the Access Person trades for his own account versus the profitability for the clients.

D. Violations. If the CCO finds any violations of our employee trading policies, the following actions will be taken.

1. First Violation. A letter will be sent to the employee in violation highlighting the personal trading policy. The employee will be required to sign, date and return a copy of the memo as proof of notification.

2. Second Violation. A letter will be sent to the employee in violation highlighting the personal trading policy and stating that the 3rd offense will result in termination. The employee will be required to sign, date and return a copy of the memo as proof of notification.

3. Third Violation. The employee will be terminated as approved by the Principal.

VII. Request for Employee Holdings. The CCO will send a memo (see Compliance Manual Appendix 3. for sample memo) by email to all Access Persons within the first week of each new year requesting a list of all personal holdings as of year-end. The list shall include all securities, reportable and non-reportable, as described below for all personal accounts and accounts of family members living in the same household. Response within 30 days by hard copy or email is allowed. If not returned by the 30th day, a second request will be made to the necessary employees. If not returned within 45 days, a memo will be sent to the Principal and a copy kept in the Personal Securities Holdings file.

New employees will be sent the memo upon initial employment and must respond within 10 days of becoming an Access Person.

A. Holdings must reflect those as of a date not more than 45 days before the report is submitted.

B. The Access Person will certify that all of their personal and immediate family holdings are included by their signature on the memo returned.

C. The CCO will review and save hard copy files of the annual holing reports.

VIII. Restricted Lists. This is a list of securities maintained by the Investment Committee that the firm is analyzing or recommending for client transactions. It may also include securities for which the firm has inside information. The Portfolio Managers will consult the list before approving any requested personal trading activity by employees and will not approve the personal trading of any securities on the restricted list using the blackout period guidelines below.

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Section 12. Code of Ethics/Personal Trading

A. Pre-clearance. All employees are prohibited from personally trading any reportable securities until written authorization is received from the Portfolio Manager and the Trader. (See Compliance Manual Appendix 4. for sample form.) The signed pre-clearance is valid only for the day in which it is signed. If the employee wishes to trade on any other day, the written authorization must be again obtained from the Portfolio Manager and Trader. A Portfolio Manager may obtain authorization for trades from the Principal or the Chief Compliance Officer, but must also have the Trader's authorization.

B. Blackout Period. Employees who wish to trade a security on the restricted list must wait until seven days after all anticipated client trades in the same security are completed. Employees must get a signature from the Portfolio Manager and Trader for all trades they wish to make as confirmation that the blackout period has ended or does not exist. (See Compliance Manual Appendix 4. for sample form.) A Portfolio Manager may obtain authorization for trades from the Principal or the Chief Compliance Officer, but must also have the Trader's authorization.

C. Employees who wish to participate in an IPO or Private Placement must get a signature from the Portfolio Manager and Trader as confirmation that TLC will not be participating in the same IPO or Private Placement for clients. If TLC will be participating, the employee may be included, but will only receive shares after all client orders have been allocated. (See Compliance Manual Appendix 4. for sample form.) A Portfolio Manager may obtain authorization for trades from the Principal or the Chief Compliance Officer, but must also have the Trader's authorization.

D. Short-swing trading and market timing. All employees are prohibited from participating in short-swing trading and market timing. Short-swing trading is defined as holding a security for less than one week.

E. If an employee opts to sign an Investment Advisory Agreement with the firm, then their account is no longer considered a personal account, but rather a discretionary client account. The account will then be traded as part of the rotation schedule. No deviations from the standard trading for the product can be made in the account. Such accounts will be reviewed by the CCO monthly to ensure that all trading activity is in line with non-employee client accounts, and follows the review criteria as described in
Section VI C above.

IX. Gifts. No Access Person shall accept a gift or other thing of more than $100 from any person or entity that does business with or on behalf of TLC if such gift is in relation to the business of the employer of the recipient of the gift. In addition, an Access Person who receives an unsolicited gift or a gift with an unclear status under this section shall promptly notify the CCO and only accept the gift upon written approval of the CCO. In addition, no Access Person shall give a gift or other thing of more than $100 to any person or entity that does business with or on behalf of TLC if such a gift is in relation to the business of the employer of the recipient of the gift. Employees are permitted to give charitable donations in an amount greater than $100, but are prohibited from doing so with the intention of influencing such charities to become clients.

X. Outside Business Activities. Access Persons are prohibited from engaging in outside business activities without the prior written approval of the CCO. Approval will be granted on a case-by-case basis, subject to careful consideration of potential conflicts of

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Section 12. Code of Ethics/Personal Trading

interest, disclosure obligations, and any other relevant regulatory issues (See Compliance Manual Appendix 8. for sample form.).

XI. Reporting Violations. All violations of the Code of Ethics should be reported immediately to the CCO.

a. Employees are expected to self-report if they have committed a violation.

b. To help prevent retaliation, those reporting violations may do so anonymously. Should retaliation occur against a reporting employee, the person retaliating will be considered in further violation of the Code and appropriate measures will be taken.

XII. File Maintenance. Copies of the Code, records of violations and actions taken, copies of receipt of the Code by employees, names of Access Persons, holdings and transactions of Access Persons and documentation of decisions approving trades such as Blackout/Pre-Clearance forms will be maintained by the CCO.

a. All records will be maintained for 5 years in an easily accessible place, including those of employees who are no longer considered Access Persons or those individuals who have left the firm or been terminated. The most recent 2 years will be held on site.

b. All records will be held in hard copy format until such time as it becomes burdensome or technology permits electronic maintenance.

XIII. A summary description of the Code is included in ADV Part II, along with instructions on how to request a full copy. A full copy of the Code will be also offered annually to clients with the 2nd quarter letter and furnished upon request.

XIV. The CCO will review and amend the Code as needed.

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(WELLS CAPITAL MANAGEMENT LOGO)

CODE OF ETHICS
POLICY ON PERSONAL SECURITIES TRANSACTIONS
AND
INSIDER TRADING

- BE ETHICAL

- ACT PROFESSIONALLY

- IMPROVE COMPETENCY

- EXERCISE INDEPENDENT JUDGMENT

Wells Capital Management Code of Ethics 11.09

TABLE OF CONTENTS

I INTRODUCTION ............................................................    3
   I.1 CODE OF ETHICS .....................................................    3
   I.2 "ACCESS PERSONS" ...................................................    3
   I.3 "BENEFICIAL OWNERSHIP" .............................................    4
II PENALTIES ..............................................................    4
   II.1 VIOLATIONS OF THE CODE ............................................    4
   II.2 PENALTIES .........................................................    4
   II.3 DISMISSAL AND /OR REFERRAL TO AUTHORITIES .........................    5
III EMPLOYEE TRADE PROCEDURES .............................................    5
   III.1 PRE-CLEARANCE ....................................................    5
   III.2 TRADE REPORTS ....................................................    6
   III.3 PERSONAL SECURITIES TRANSACTIONS - EQUITY PORTFOLIO MANAGERS .....    7
   III.4 POST-REVIEW ......................................................    7
   III.5 PRE-CLEARANCE AND REPORTING REQUIREMENTS .........................    7
   III.6 CONFIDENTIALITY ..................................................    8
   III.7 ACKNOWLEDGEMENT OF REPORTABLE ACCOUNTS ...........................    9
   III.8 INITIAL AND ANNUAL HOLDINGS REPORT ...............................    9
IV RESTRICTIONS ...........................................................    9
   IV.1 RESTRICTED SECURITIES .............................................    9
   IV.2 SHORT-TERM TRADING (60 DAY TRADING RULE) ..........................   10
   IV.3 BLACKOUT PERIODS ..................................................   10
   IV.4 INSIDER TRADING ...................................................   11
   IV.5 MARKET TIMING .....................................................   13
   IV.6 GIFTS .............................................................   13
   IV.7 OUTSIDE BUSINESS AND EMPLOYMENT ACTIVITIES ........................   13
   IV.8 PURCHASES AND SALES OF SECURITIES ISSUED BY WELLS FARGO ...........   14
   IV.9 WELLS FARGO MUTUAL FUNDS ..........................................   15
V REGULATORY REQUIREMENTS .................................................   15
   V.1 INVESTMENT ADVISERS ACT OF 1940 AND INVESTMENT COMPANY ACT
      OF 1940 .............................................................   15
   V.2 REGULATORY CENSURES ................................................   15
VII FREQUENTLY ASKED QUESTIONS (FAQS) .....................................   18

Wells Capital Management Code of Ethics 11.09

I INTRODUCTION

I.1 CODE OF ETHICS

Wells Capital Management (WellsCap), as a registered investment adviser, has an obligation to maintain a policy governing personal securities transactions and insider trading by its officers and employees. This Code of Ethics and Policy on Personal Securities Transactions and Insider Trader ("Code") is adopted under Rule 17j-1 of the Investment Company Act of 1940 and Section 204A-1 of the Investment Advisers Act of 1940. This Code outlines the policies and procedures for such activities based on the recognition that a fiduciary relationship exists between WellsCap and its clients. All references in this Code to employees, officers, directors, accounts, departments and clients refer to those of WellsCap.

In addition to the Code, please refer to the policies outlined in the Handbook for Wells Fargo Team Members and the Wells Fargo Code of Conduct and Business Ethics applicable to all Wells Fargo employees.

Acknowledgement of, and compliance with, this Code is a condition of employment. A copy of the Code and applicable forms are available on WellsCap's intranet site: capzone.wellsfargo.com.

As an employee, you must-

- Be ethical

- Act professionally

- Improve competency

- Exercise independent judgment

To avoid conflicts of interest, WellsCap employees, officers and directors are required to disclose to the Compliance Group all pertinent information related to reportable accounts, outside business activities, gifts received from clients/vendors and other Code related information.

WellsCap Access Persons may request in writing special circumstance exemptions from the Code. The Code of Ethics Administrator and the Chief Compliance Officer (CCO) will evaluate each request on an individual basis and provide approval or denial in writing. WellsCap's objective is to take all necessary action to detect, prevent, and correct any and all violations of the Code.

I.2 "ACCESS PERSONS"

For purposes of this Code, all employees, officers and directors of WellsCap (including independent contractors, when appropriate) and specific Wells Fargo associates are considered to be "Access Persons" and subject as a result to the policies and procedures set out in this Code. The list of Access Persons will be updated regularly but in no event less frequently than quarterly.

Wells Capital Management Code of Ethics 11.09

I.3 "BENEFICIAL OWNERSHIP"

Personal securities transaction reports must include all accounts in which you have a beneficial interest or over which you exert direct or indirect control, including -

- accounts of immediate family members in the same household; and

- any other account, including but not limited to those of relatives and friends, over which you exercise investment discretion.

Direct and indirect control and beneficial interest may be further construed to include accounts for which an Access Person is sole owner, joint owner, trustee, co-trustee, or attorney-in-fact.

Exemptions - The CCO may exempt any Access Person with a professionally managed account over which the Access person has no influence, control or trading ability. The request for an exemption will be considered if the Access Person provides a written attestation to the fact that he/she has given up discretion and the adviser/professional manager provides the same attestation in writing for the Access Person. In all transactions involving an account for which an exemption has been granted, the Access Person must conform to the spirit of the Code and avoid any activity which might appear to conflict with the interests of WellsCap clients.

II PENALTIES

II.1 VIOLATIONS OF THE CODE

The CCO will report violations of the Code monthly to the President and to clients upon request. Each Access Person must immediately report to the CCO any known or reasonably suspected violations of this Code of which he or she becomes aware. The Code Administrator will gather information relating to potential violations and submit any cases that require discretion or that may fall within the substantive or serious offence category to the CCO for evaluation and final determination. The CCO may, at his/her discretion, empanel a subcommittee of the executive management committee to further evaluate and make final judgment on any matter as warranted.

II.2 PENALTIES

Penalties for violation of this Code may be imposed on Access Persons as follows:

- MINOR OFFENSES -

- First minor offense - Verbal warning;

- Second minor offense - Written notice;

- Third minor offense - $1,000.00 fine to be donated to the Access Person's charity of choice*.

Minor offenses include the following: late submissions of or failure to submit quarterly trade reports and signed acknowledgments of Code of Ethics forms and certifications,

Wells Capital Management Code of Ethics 11.09

failure to request trade pre-clearance, and conflicting pre-clearance request dates versus actual trade dates.

- SUBSTANTIVE OFFENSES -

- First substantive offense - Written notice;

- Second substantive offense - $1,000 or disgorgement of profits (whichever is greater) to be donated to the Access Person's charity of choice*;

- Third substantive offense - $5000 fine or disgorgement of profits (whichever is greater) to be donated to the Access Person's charity of choice* or termination of employment and/or referral to authorities.

Substantive offenses include the following: unauthorized purchase/sale of restricted securities outlined in the Code, violations of seven-day blackouts and short-term trading (60-day rule).

The number of offenses is determined by the cumulative count over a 12-month period.

- SERIOUS OFFENSES -

A Portfolio Manager trading with insider information and/or "front running" a client or fund that he/she manages is considered a "serious offense". WellsCap will take appropriate steps that may include termination of employment and referral to governmental authorities for prosecution.

WellsCap may deviate from the penalties listed in the Code where the CCO determines that a more or less severe penalty is appropriate based on the specific circumstances of that case. Any deviations from the penalties listed in the Code, and the reasons for such deviations, will be documented and maintained in the Code files.

* The fines will be made payable to the Access Person's charity of choice (reasonably acceptable to Wells Fargo) and turned over to WellsCap, which in turn will mail the donation check on behalf of the Access Person.

II.3 DISMISSAL AND /OR REFERRAL TO AUTHORITIES

REPEATED VIOLATIONS of the Code may result in dismissal. In addition, a violation of the law, such as fraud or insider trading, will result in immediate dismissal and referral to authorities.

III EMPLOYEE TRADE PROCEDURES

III.1 PRE-CLEARANCE

- All Access Persons in the firm must pre-clear their personal transactions in the securities specified in Section III.5 using the iTrade system. It is the responsibility of the Access Person to ensure that Compliance receives pre-clearance requests.

- E-mail (FALLSCMP@WELLSFARGO.COM) or telephone requests will only be accepted for those employees who are on formal leave of absence or on PTO. When submitting requests via e-mail or telephone, at a minimum, indicate the following

Wells Capital Management Code of Ethics 11.09

information

(a) Transaction Type: BUY or SELL

(b) Security Name (include coupon rate and maturity date for fixed income securities) and Ticker or CUSIP

(d) Security Type: Common Stock, Options, or Bonds

- Requests from beneficial account holders outside the firm must be made via the appropriate Access Person (i.e., spouse, family member who is an Access Person). The Compliance Group will not accept requests from non-Access Persons.

- Requests may be submitted from 4:00 am (Pacific) until an hour before the market closes for the day, however, requests will be processed beginning 7:00 am (Pacific). Barring any problems with systems access (i.e., SEI, CRD) or other unusual circumstances, responses will be made no later than one hour from receipt of the request.

- Pre-cleared trades are valid for the same day for up to the amount of shares requested for a specific account. Additional amount of shares or trades for a different account will require an additional pre-clearance request.

- Pre-clearance does not eliminate the possibility of a potential conflict appearing after the execution of an employee trade. Trades will be screened for blackout violations and other conflicts, but quarter end review of each personal trade may reveal conflicts which the pre-clearance process was unable to detect.

- The use of the electronic systems ensures that each pre-clearance request is date-stamped, and it is the responsibility of each Access Person to ensure that the pre-clearance request has been received by WellsCap Compliance.

CERTAIN PERSONAL SECURITIES TRANSACTIONS SHOULD BE REPORTED WHETHER PRE-CLEARED OR NOT (SEE SECTION III.5 FOR DETAILS).

III.2 TRADE REPORTS

- Quarterly Trade Reports which list personal securities transactions for the quarter must be submitted by Access Persons no later than the 30th day after the end of each calendar quarter. This 30-day deadline is a FEDERAL REQUIREMENT and includes weekends and holidays. If the 30th day falls on a weekend or a holiday, the report is due the business day immediately preceding this deadline.

- Quarterly Trade Reports must be submitted using the Quarterly Trade Report form to WellsCap Compliance, either via email (to FALLSCMP@WELLSFARGO.COM) or via MAC (N9882-027). IF THERE ARE NO ACTIVITIES FOR THE QUARTER, A REPORT INDICATING SUCH IS STILL REQUIRED TO BE SUBMITTED.

- Compliance will request duplicate copies of trades confirms and monthly or quarterly brokerage account statements to be forwarded to Compliance. If a broker is unable to directly send duplicate copies, or if Compliance does not receive the statements the Access Person is responsible for submitting the required documentation with the Quarterly Trade Report.

- When opening or closing brokerage accounts, please notify Compliance in writing (quarterly) by using the ACKNOWLEDGMENT OF REPORTABLE ACCOUNTS form.

Forms relating to the Code are available in WellsCap's intranet site:
capzone.wellsfargo.com.

Wells Capital Management Code of Ethics 11.09

III.3 PERSONAL SECURITIES TRANSACTIONS - EQUITY PORTFOLIO MANAGERS

In addition to pre-clearance by the Compliance Group, prior approval must be obtained from the CCO if an Equity Portfolio Manager request to sell a security in his/her personal account when:

- The same security is held in the equity portfolio that is directly managed by the Portfolio Manager; or

- The Portfolio Manager is purchasing the same security for an equity portfolio for which he/she makes investment decisions.

WellsCap Compliance will review pre-clearance requests for purchases and sales of securities that are common between personal holdings and equity portfolio holdings directly managed by the Portfolio Manager. Pre-clearance trades will be screened for blackout violations, front-running, other conflicts/trends, and 60-day rule violations.

III.4 POST-REVIEW

WellsCap Compliance will match any broker confirms/statements received to pre-clearance requests. Discrepancies will be documented and may be subject to censures, as outlined in the PENALTIES section of this Code.

Access Person transactions will also be screened for the following:

- Same day trades: Transaction occurring on the same day as the purchase or sale of the same security in a managed account (For all securities).

- -7-day Blackout period: Transactions up to and including seven calendar days before and after the purchase and/or sale of the same security in a managed account as described in Sec IV.3 of the Code (For non-S&P500 securities).

- Short-term trading: The purchase and sale, and sale and purchase of the same security within 60 days. Access Persons are responsible for ensuring that the 60-day rule is observed when sale requests are made for securities previously purchased, or vice versa.

- Front running: Trading ahead of, or "front-running," a client or Wells Fargo mutual fund order in the same security; or taking a position in stock index futures or options contracts prior to buying or selling a block or securities for a client or proprietary mutual fund account (i.e., self-front running).

Other potential conflicts: Certain transactions may also be deemed in conflict with the Code and warrant additional review depending on the facts and circumstances of the transaction.

III.5 PRE-CLEARANCE AND REPORTING REQUIREMENTS

Rule 204A-1 treats all securities as reportable securities, with five exceptions designed to exclude securities that appear to present little opportunity for improper trading. The five exceptions are:

Wells Capital Management Code of Ethics 11.09

1) Transactions and holdings in direct obligations of the United States Government

2) Money Market Instruments - bankers acceptances, bank certificates, commercial paper, repurchase agreements and other high quality short-term debt instruments

3) Shares of Money Market Funds

4) Transactions and holdings in shares of non-proprietary mutual funds or sub-advised funds

5) Transactions of units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual fund

The table below indicates pre-clearance and reporting requirements. Requirements for all other security type transactions must be checked with Compliance.

                                                            QTRLY
SECURITY TYPE                             PRE-CLEARANCE   REPORTING
-------------                             -------------   ---------
Equity transactions (1)*                       Yes           Yes
Fixed Inc transactions (2)                     Yes           Yes
Wells Fargo stock (WFC)                        No            Yes
Open-end non-proprietary mutual fund           No            No
Wells Fargo mutual fund and mutual fund
   sub-advised by WellsCap (3)                 No            Yes
Close-end mutual fund                          Yes           Yes
ETFs (open-end and UIT)                        No            Yes
US Tsy/Agencies                                No            No
Holders (4)                                    Yes           Yes
Short term/cash equiv.                         No            No
SPP/DRIPs                                      No            Yes
Employee 401K transactions (5)                 No            Yes
Private funds managed by WellsCap              No            Yes

(1) Including options.

(2) Municipal bonds rated A or higher do not need to be pre-cleared.

(3) Reporting excludes money market funds.

(4) Required only when selling a specific security from the holders group

(5) Requires reporting of all WF stock, WF Stock Fund and all other proprietary funds including 401K election changes.

* There is a de minimis exception for Large Capitalization Securities of up to 500 shares and no more than $10,000, unless this conflicts with the 60-day short-term profit restriction described below. Notwithstanding the de minimis exception to the foregoing three restrictions, all transactions in Large Capitalization Securities must be pre-cleared.

III.6 CONFIDENTIALITY

All reports of personal securities transactions, holdings and any other information filed pursuant to this Code will be kept CONFIDENTIAL, provided, however that such information is also subject to review by appropriate WellsCap personnel (Compliance and/or Senior Management) and legal counsel. Such information will also be provided to the Securities and Exchange Commission ("SEC") or other government authority when properly requested or pursuant to a court order.

Wells Capital Management Code of Ethics 11.09

III.7 ACKNOWLEDGEMENT OF REPORTABLE ACCOUNTS

All Access Persons are required to submit a list of all reportable accounts as required by the Code at the time of hire. Reportable accounts are all brokerage accounts held by associate as well as immediate family members. (Refer to section I.3 ), Wells Fargo 401K ,ESOP or employee stock option accounts, including any account capable of holding Wells Fargo Funds or Wells Fargo sub-advised funds. In addition, Access Persons are responsible for ensuring that any newly opened or closed accounts are communicated to Compliance by the end of the quarter. For reporting purposes, complete the Acknowledgment of Reportable Accounts form.

III.8 INITIAL AND ANNUAL HOLDINGS REPORT

All Access Persons are required to report all activity in their brokerage accounts, including 401k accounts and a statement of holdings, including Wells Fargo mutual fund accounts and Wells Fargo sub-advised mutual fund accounts (subject to Code requirements) within 10 days of start date and annually. The initial and annual holdings reports must be current as of a date not more than 45 days prior to the individual becoming an access person (initial report) or the date the report is submitted (annual report). A broker statement will suffice in lieu of a separate initial or annual holdings report. The Access Person is responsible for ensuring that Compliance receives duplicate copies of statements and/or confirms if those are sent directly by the brokers.

IV RESTRICTIONS

The following are WellsCap's restrictions on personal trading:

IV.1 RESTRICTED SECURITIES

RESTRICTED SECURITIES

SECURITY TYPE PURCHASE SALE
------------- ---------------------------------------- ----------------------------------------
A. S&P500 stocks PERMITTED PERMITTED,

- Subject to same day blackout during subject to the following:
execution of client trades (except
program trades). Must pre-clear. - Same-day blackout during execution
of client trades (except program
trades). Must pre-clear.

- For equity fund manager, approval
is required. Refer to Section
III.3.

B. Any security not included in the PERMITTED PERMITTED, subject to the following:
S&P500 above
- Subject to pre-clearance requirements. - Pre-clearance requirements.

- For equity fund manager, approval
is required. Refer to Section
III.3.

C. Automatic investment programs or PERMITTED PERMITTED
direct stock purchase plans
- Subject to Code of Ethics reporting - Subject to Code of Ethics
requirements. preclearance requirements.

D. Initial Public Offerings (IPOs) PROHIBITED PERMITTED, only
(An IPO is corporation's first
offering of a security representing - If security held prior to Wells
shares of the company to the Capital employment and/or version
public) 9.99 of the Code, sales subject to
pre-clearance requirements.

E. Private Placements - Private placements issued by a - Private placements issued by a
client are prohibited. All other client are prohibited. All other
private placements must be approved private placements must be approved
and and

Wells Capital Management Code of Ethics 11.09

                                                reviewed by Compliance and the             reviewed by Compliance and the
                                                Chief Investment Officer/                  Chief Investment Officer/
                                                President.                                 President.

G.   Options (other than employee stock    PROHIBITED                                 PROHIBITED
     options), puts, calls, short sales,
     futures contracts or other similar
     transactions involving securities
     issued by Wells Fargo & Company

IV.2 SHORT-TERM TRADING (60 DAY TRADING RULE)

MUTUAL FUNDS/DIFS

Due to the appearance of potential conflicts of interest and/or impropriety, short term trading (the purchase and sale, and the sale and purchase, of the same shares) in mutual funds/DIFs managed/sub-advised by WellsCap will be strictly prohibited. An exemption from such prohibition must be submitted to the Administrator in writing. Approval for an exemption must be granted by the Administrator and the mutual fund company's Chief Compliance Officer.

SECURITIES TRADING

The purchase and sale, and the sale and purchase, of the same security within 60 calendar days will be considered short-term trading.

- This restriction applies without regard to tax lot considerations;

- For purposes of determining whether a sale of securities results in a loss, the lowest price paid on a conflicting buy will be the highest price at which the shares may be sold for this exception;

- For purposes of determining whether a purchase of securities results in a loss, the highest price received on a conflicting sale will be the lowest price at which new shares may be purchased for this exception;

- Exercised options are not restricted, however, purchases and sales of options occurring within 60 days are PROHIBITED;

- Exceptions require advance written approval from the Administrator or the CCO.

* Profits from any sale and purchase, or the purchase and sale, of the same security before the 60-day period expires will be reversed or unwound, or if such is impractical, the profits must be disgorged and distributed in a manner determined by the Administrator and the CCO. Trading in security of Wells Fargo stock or Wells Fargo Stock Fund (including 401K and ESOP accounts) is excluded from this restriction.

IV.3 BLACKOUT PERIODS

For securities in the S&P 500 stocks, a same-day firm-wide blackout will apply if the issue is being traded on behalf of a client at the time the pre-clear request is made. The blackout will not apply to program trades of securities held within WellsCap-managed accounts.

Wells Capital Management Code of Ethics 11.09

All other issues are subject to a seven-day firm-wide blackout period if traded on behalf of WellsCap-managed funds (Mutual funds, DIFs, Collectives) and WellsCap-managed accounts.

Blackout periods apply to both buy and sell transactions.

IV.4 INSIDER TRADING

The information provided below is intended to provide Access Persons with a brief background and guidance on insider trading. The terms and definitions included below should not be construed as a complete list, but rather a sample of basic terms all Access Persons should be aware of regarding insider trading.

INSIDER TRADING DEFINED

The law generally defines insider trading as the buying or selling of a security, in breach of fiduciary duty or other relationship of trust and confidence, while in possession of material, non-public information. Insider trading is a violation of federal securities laws, punishable by a maximum prison term of 10 years and fines of up to $1 million for the individual and $2.5 million for the firm.

MATERIAL INFORMATION DEFINED

Material information is any information that a reasonable investor would consider important in making a decision to buy, hold, or sell securities. Any information that could be expected to affect a company's stock price, whether it is positive or negative, should be considered material. Some examples of information that ordinarily would be regarded as material are:

- Projections of future earnings or losses, or other earnings guidance;

- Earnings that are inconsistent with the consensus expectations of the investment community;

- Financial or key operating data for significant operations or each business segment;

- A pending or proposed merger, acquisition or tender offer;

- A pending or proposed acquisition or disposition of a significant asset;

- A change in dividend policy, the declaration of a stock split, or an offering of additional securities;

- A change in executive management;

- Development of a significant new product or process;

- The existence of severe liquidity problems;

- The gain or loss of a significant customer or supplier.

WHEN INFORMATION IS PUBLIC

If you are aware of material non-public information, you may not trade until the information has been disclosed broadly to the marketplace (such as by press release or an SEC filing) and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, as a general rule, information should not be considered fully absorbed by the marketplace until the second business day after the information is released. If, for example, a company were to make an announcement on a

Wells Capital Management Code of Ethics 11.09

Monday, you should not trade in the company's securities until Wednesday. If an announcement were made on a Friday, Tuesday generally would be the first eligible trading day.

TIPPING

Tipping of material, non-public information is PROHIBITED. An Access Person cannot trade, either personally or on behalf of others, while in possession of such information. The insider trading policy also applies to an Access Person's family members who reside with the Access Person, and any accounts that are directed by you or are subject to your influence or control.

FRONT-RUNNING

Front running is trading on the basis of material non-public information regarding impending market transactions.

- Trading ahead of, or "front-running," a client or Wells Fargo mutual fund order in the same security; or

- Taking a position in stock index futures or options contracts prior to buying or selling a block or securities for a client or proprietary mutual fund account (i.e., self-front running).

SCALPING

When an Access Person purchases shares of a security for his/her own account shortly before recommending or buying that security for long-term investment to a client and then immediately selling the shares at profit upon the rise in the market price following execution of the recommendation.

WELLSCAP'S INSIDER TRADING POLICY

Access Persons who are aware of material non-public information may not, directly or through family members or other persons or entities, buy or sell securities, or engage in any other action to take personal advantage of that information, or pass that information on to others, including family and friends, until the information becomes public or is no longer material. Transactions that may be necessary or justifiable for independent reasons are not exempt from the policy. The securities laws do not recognize such mitigating circumstances, and, in any event, the appearance of an improper transaction must be avoided to preserve WellsCap's reputation for adhering to the highest standards of conduct.

Therefore, All Access Persons are expected to consider the possible appearance of impropriety or potential conflict of interest to WellsCap's clients' interests. Access Persons should consider that an outside entity scrutinizing WellsCap's transactions will do so after the fact with the benefit of hindsight. As a practical matter, before engaging in any permitted transaction, Access Persons should also carefully consider if the transaction would have the appearance of impropriety to WellsCap's clients and/or regulators.

Wells Capital Management Code of Ethics 11.09

IV.5 MARKET TIMING

WellsCap prohibits late trading and does not engage in market timing when trading in mutual fund shares on behalf of its clients.

IV.6 GIFTS

WellsCap, as a policy, follows Wells Fargo Bank's policy regarding gifts. Please refer to WFB Employee Handbook for requirements. WellsCap also maintains a gift and entertainment guideline available for review on Capzone.

IV.7 OUTSIDE BUSINESS AND EMPLOYMENT ACTIVITIES

With the exception of a sole proprietorship or family-owned small business, you may not accept a position as an employee, director, trustee, officer, owner or general partner of any outside business organized for profit without obtaining approval from Compliance. Compliance may consider a series of factors including your supervisor's consent to the outside business activities. Any approval from Compliance may be reviewed from time to time and may be withdrawn if in the judgment of the Chief Compliance Officer, such outside activity conflicts with WellsCap's objectives.

If approval is granted, it will be contingent on the following factors:

- You have no involvement on behalf of Wells Fargo in the approval or management of credit, purchases or other business transactions with the for-profit business;

- It is at all times made clear that you are not serving at the direction or request of Wells Fargo; and

- You understand the challenges and risks of the outside position and are alert for actual or potential conflicts of interest.

Approval to serve as a director of a publicly held corporation must be obtained from the Chief Compliance Officer of WellsCap and the Chief Executive Officer of Wells Fargo & Company.

In addition to this Code, WellsCap, as a policy, follows Wells Fargo & Company's Code of Ethics which contains a policy regarding directorships and other outside employment. Please refer to the Handbook for Wells Fargo Team Members.

IV.8 POLITICAL CONTRIBUTIONS

WellsCap follows Wells Fargo & Company's Code of Ethics regarding political contributions. Individual political contributions are not restricted per Wells Fargo & Company Code of Ethics. However, Access Persons should take due care to clarify that the contributions are made on an individual basis and not on behalf of WellsCap or Wells Fargo. Please refer to the Handbook for Wells Fargo Team Members for additional information.

Wells Capital Management Code of Ethics 11.09

IV.8 PURCHASES AND SALES OF SECURITIES ISSUED BY WELLS FARGO

WELLS FARGO & CO. (WFC) SECURITIES

All Access Persons trading in securities issued by WFC must report each transaction in the Access Person's quarterly report. Included in this requirement are trades in the Wells Fargo ESOP Fund (stock option plan), and other proprietary funds including 401(k) and employee benefit and bonus plans, and any external brokerage accounts.

Employees are prohibited from investing in Wells Fargo options (other than employee stock options), puts, calls, short sales, futures contracts or other similar transactions involving securities issued by Wells Fargo & Company.

REPORTING IS REQUIRED, FOR EXAMPLE, WHEN AN ACCESS PERSON:

- Sells WFC out of the Wells Fargo ESOP Fund

- Exchanges WFC shares into or out of 401(k)/Bonus Plan

- Reallocates Wells Fargo fund choices, which results in a buy or sell of WFC from your 401(k)/Bonus Plan

- Trade in WFC securities in other accounts held outside Wells Fargo

REPORTING IS NOT REQUIRED ONLY IN THE FOLLOWING CIRCUMSTANCES:

- Increase/decrease the amount of money that is automatically deducted (systematic plan) from future paychecks to purchase WFC shares in
401(k)/Wells Fargo ESOP Plan

- Maintain standing instructions to have money deducted via future automatic payroll deductions and want to increase or decrease the percentage allocated, or instruct to reduce it to "0" in your
401(k)/Wells Fargo ESOP Plan

- Apply for a loan from the 401(k) Plan

ADDITIONAL WFC-RELATED POLICIES:

- WFC securities may from time to time be restricted due to the federal laws that govern trading on inside information. All transactions are prohibited during this period.

- Members of the Executive Management Committee and senior financial officer may be restricted from trading in WFC securities during certain periods of time. Compliance will alert such employees when additional trading restrictions apply.

- All trades made by members of the Executive Management Committee, the Finance Office and their direct reports during the period between the calendar quarter-end and the public announcement of WFC's earnings for the quarter will be strictly scrutinized by the compliance department. This scrutiny, includes, among other things, a review of pattern or collaborative trading, enhanced e-mail review, and interviews with employees as necessary.

- All large or frequent trades made by employees either before a public earnings release or within a relevant period of time before a significant corporate announcement or a material price change will be strictly scrutinized by the compliance department, and if necessary, the Code of Ethics Administrator of the Wholesale group of Wells Fargo Bank.

Wells Capital Management Code of Ethics 11.09

- WellsCap will document any special reviews and maintain records of them in the designed file

IV.9 WELLS FARGO MUTUAL FUNDS

MUTUAL FUND HOLDINGS

Access Persons are required to report Wells Fargo mutual fund holdings and other mutual funds subadvised by WellsCap.

MUTUAL FUND TRANSACTIONS

On a quarterly basis, Access Persons are required to report any purchases or sales of Wells Fargo mutual funds and other mutual funds subadvised by WellsCap. Money market funds are excluded from quarterly reporting.

EMPLOYEE 401K PLANS

Access Persons are required to report all Wells Fargo stock and Wells Fargo mutual fund transactions, including Wells Fargo stock option plans (ESOP's) for all reportable accounts.

60 DAYS HOLDING PERIOD

Access Persons are required to hold Wells Fargo mutual funds and other mutual funds subadvised by WellsCap for 60 days. Money market funds are excluded.

X REGULATORY REQUIREMENTS

X.1 INVESTMENT ADVISERS ACT OF 1940 AND INVESTMENT COMPANY ACT OF 1940

The SEC considers it a violation of general antifraud provisions of federal securities laws whenever an adviser, such as WellsCap, engages in fraudulent, deceptive or manipulative conduct. As a fiduciary with responsibility for client assets, WellsCap cannot engage in activities, which would result in conflicts of interests (for example, "front-running," scalping, or favoring proprietary accounts over those of the clients').

X.2 REGULATORY CENSURES

THE SEC CAN CENSURE, PLACE LIMITATIONS ON THE ACTIVITIES, FUNCTIONS, OR OPERATIONS OF, SUSPEND FOR A PERIOD NOT EXCEEDING TWELVE MONTHS, OR EVEN REVOKE THE REGISTRATION OF ANY INVESTMENT ADVISER BASED ON A:

- Failure reasonably to supervise, with a view to preventing violations of the provisions of the federal securities laws, an employee or a supervised person who commits such a violation.

Wells Capital Management Code of Ethics 11.09

- However, no supervisor or manager shall be deemed to have failed reasonably to supervise any person, if

(a) there have been established procedures, and a system for applying such procedures, which would reasonably be expected to prevent and detect, insofar as practicable, any such violation by such other person and

(b) such supervisor or manager has reasonably discharged the duties and obligations incumbent upon him/her by reason of such procedures and systems without reasonable cause to believe that such procedures and system were not being complied with.

Wells Capital Management Code of Ethics 11.09

VI ACKNOWLEDGMENT AND CERTIFICATION

I certify that I have received, read, understood and recognize that I am subject to Wells Capital Management's CODE OF ETHICS AND POLICY ON PERSONAL SECURITIES TRANSACTIONS AND INSIDER TRADING. This Code is in addition to Wells Fargo & Company's policy on BUSINESS CONDUCT AND ETHICS applicable to all employees, as outlined in the Employee Handbook.

In addition to certifying that I will provide complete and accurate reporting as required by the Code and have complied with all requirements of the Wells Capital Management Code, I certify that I will not:

Execute any prohibited purchases and/or sales, directly or indirectly, that are outside those permitted by the Code;

Employ any device, scheme or artifice to defraud Wells Fargo, Wells Capital Management, or any company;

Engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon Wells Fargo, Wells Capital Management or any company; or

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

Engage in any manipulative practice with respect to Wells Fargo, Wells Capital Management or any company;

Trade on inside information;

Trade ahead of or front-run any transactions for WellsCap managed accounts;

Trade without obtaining the necessary pre-clearance.

I further understand that I have an affirmative duty to report any material non-public information to which I may become privy. I will report this information in confidence to the WellsCap Chief Compliance Officer.

I understand that it is a violation of the Investment Advisers Act of 1940 and the Investment Company Act of 1940 to fail to submit a record of my personal securities transactions within 10 calendar days of quarter-end.

I understand that, as an employee of Wells Capital Management, it is my responsibility to submit a list of all reportable accounts in which I have beneficial ownership/ interest or control (as defined in the Code). Additionally, I will notify Wells Capital Management Compliance upon opening or closing brokerage accounts quarterly.

Any exceptions, where applicable, are noted as follows:

-------------------------------------   --------------------
Signature                               Date

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

NAME (Print)

Wells Capital Management Code of Ethics 11.09

VII FREQUENTLY ASKED QUESTIONS (FAQS)

1. Who should I submit pre-clearance requests to, what is the minimum information required, and what are the hours for submission of requests?

All pre-clearance requests should be submitted through iTrade.

In the event you do hot have access to iTrade, pre-clearance requests should be submitted, via email, to FALLSCMP@WELLSFARGO.COM. For specific questions or concerns regarding the Code, you may direct your inquiries to Mai Shiver, our Chief Compliance Officer

(mai.shiver@wellscap.com or 415/222-9099)

At a minimum, indicate whether the request is for a BUY or SELL, include the name and ticker symbol of the security/securities, the share amount to be traded, and the account number in which the trade will occur.

Requests can be submitted beginning 4:00 am (Pacific) and no later than an hour before the close of the equity markets. Pre-clearance requests will be processed beginning 7:00 am (Pacific). Pre-cleared requests are only good for the day.

2. What is the submission deadline for Quarterly Trade Report?

Quarterly Trade Reports are due 30 calendar days after the end of each quarter. If the 30th day falls on a weekend or a holiday, the report is due the business day preceding the weekend or the holiday. The 30-day deadline is a regulatory requirement. Access Persons can also complete and submit the Trade Report to Compliance when the trade is executed without waiting for quarter end to ensure timely submission.

3. Why are duplicate copies of confirms and statements submitted to Compliance? Would the Quarterly Report and pre-clear requests suffice?

This is a regulatory requirement from a report issued by the SEC's Division of Investment Management (IM). The IM Report, among other things, enlisted the NASD to adopt a rule requiring its members to notify a fund or an investment adviser whenever an Access Person opens an account with an NASD-member broker. Upon request of the fund or adviser, the member broker is required to transmit duplicate copies of the Access Person's trade confirms and account statements.

4. Why is a Quarterly Trade Report required if duplicate confirms or statements are already received from brokers?

WellsCap as investment adviser is required to obtain personal securities transaction information from all Access Persons. In order to ensure compliance with the law, our policy requires Access Persons to complete the quarterly reports in case that WellsCap have not received your brokers' statement or confirmations timely. Access Persons do not need to complete a quarterly trade report if: 1) the Access Person provides a website printout of transaction history from the broker or 2) the Access Person confirms with Compliance every quarter that we have your broker statements within 30 days after quarter end.

5. What is the 60-day rule and is it a regulatory requirement?

Wells Capital Management Code of Ethics 11.09

The 60-day rule prohibits Access Persons from profiting from the purchase and sale, and short sale and purchase, of the same securities within 60-days.

This is not an SEC requirement but a taskforce guideline instituted by the Investment Company Institute (ICI), the self-regulating organization for the mutual fund industry. Similarly, GIPS also has recommended restrictions along the same lines. Because the mutual fund board approves our Code of Ethics and expects us to follow the taskforce guidelines from the ICI/GIPS, we are closely bound by those restrictions.

6. What is the pre-clearance policy on option transactions?

Purchase and Sales of option contracts are subject to the pre-clearance requirements. When approved options are exercised automatically (i.e. Access Persons have no control over when the options are exercised), pre-clearance is not required. However, if the Access Persons choose to exercise the options, pre-clearance is required and will be approved on a case-by case basis. The objective is to avoid any appearance of conflicts of interest, especially in instances when the same security is being executed for managed funds.

7. What types of trust accounts does an Access Person need to report and pre-clear?

All Access Persons must report securities for the following types of trust accounts (Note: Access Persons must also pre-clear securities for the account types listed below.):

A. A trust account for which the Access Person is a trustee, or beneficiary and has both investment control and a pecuniary interest;

B. A trust account for which the Access Person is a trustee that has investment control and at least one beneficiary of the trust is the trustee's immediate family member (whether they live with the trustee or not);

C. A trust account for which the Access Person is a trustee that receives a performance-related fee from the trust;

D. A trust account for which the Access Person is a settlor that has both the power to revoke the trust without the consent of another person and investment control.

Note: Access Persons do not need to report the following:

(1) A trust account for which the Access Person is a trustee that has investment control but neither the trustee nor the trustee's immediate family member (whether they live with the trustee or not) has any pecuniary interest;

(2) A trust account for which the Access Person is a beneficiary or a settlor that does not exercise or share investment control (including a blind trust).

8. If an Access Person has a financial planner or consultant who has investment control over his/her accounts; does he/she need to report such accounts? Does the Access Person's financial planner or consultant need to pre-clear?

Yes, an Access person must pre-clear because the Access Person can directly or indirectly influence or control the buying or selling of securities in such accounts. ALL PRE-CLEARANCE REQUESTS, HOWEVER, MUST BE SUBMITTED BY THE ACCESS PERSON. In addition, the Access Person has the responsibility to ensure that:

A. The financial planner or consultant is fully aware of WellsCap's pre-clearance policy.

B. Pre-clearance approval is received from Compliance prior to the financial planner or consultant executing the trade.

Wells Capital Management Code of Ethics 11.09

Exceptions can be made on a case-by-case basis and are subject to evaluation and approval by the Chief Compliance Officer.

9. Why is it necessary for Access Persons to report WellsCap managed mutual fund transactions?

The SEC has adopted a rule that requires investment advisers to adopt a code of ethics which requires reporting of personal securities transactions including mutual fund holdings and transactions managed by the adviser.

10. Access persons are not required to submit reports regarding accounts over which they have no indirect or direct beneficial ownership. How is this defined?

A beneficial owner is defined under relevant securities laws as any person who, directly, or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in securities. A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities. A person is presumed to have an indirect pecuniary interest in securities held by members of a person's immediate family sharing the same household.

11. Why do we need to report personal trading accounts?

Rule 204A-1 under the Advisers Act requires each adviser to uphold a code of ethics that establishes a standard of business conduct based on the fundamental principals of integrity, honesty and trust. This code requires that "access persons" periodically report their personal securities transactions and all holdings to the chief compliance officer or other designated persons.

12. Who is considered an "Access Person"?

All WellsCap associates, contractor, temporary staff, and specific Wells Fargo associates are deemed access persons. Rule 204A-1 contains a presumption that, if the firm's primary business is providing investment advice, then all of its associates are considered access people.

13. What securities are deemed "reportable securities"?

6) Transactions and holdings in direct obligations of the United States Government

7) Money Market Instruments - bankers acceptances, bank certificates, commercial paper, repurchase agreements and other high quality short-term debt instruments

8) Shares of Money Market Funds

9) Transactions and holdings in shares of non-proprietary mutual funds or sub-advised funds

10) Transactions of units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated mutual fund

14. What is the definition of security?

"Security" means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known

Wells Capital Management Code of Ethics 11.09

as a "security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

15. What securities are prohibited from personal trading?

- Initial Public Offerings (IPO's)

- Private Placements that are issued by clients of WellsCap

- Options (other than employee stock options), Puts, Calls, Short Sales, Futures involving securities issued by Wells Fargo & Company

16. Do I need to report accounts held by my spouse or other family members?

Yes. Personal securities transaction reports must include all accounts in which you have a beneficial interest in. These accounts include:

- All accounts held by immediate family members in the same household

- Any other account, including relative or friends, over which you exercise investment discretion

- All accounts in which you are a owner, joint owner, trustee, co-trustee or attorney-in-fact

17. Where can I find our Code of Ethics?

Our Code is posted on Capzone under the 'Risk Management/Compliance' tab.

CODE OF ETHICS CHANGES DATE
---------------------- ----------
1. Section III.1 Pre-clearance 4-8-05
Access Persons must pre-clear personal transactions specified in Section
III.5 Pre-clearance requests must include # of shares and account number.

2. Section III.3 Personal Security Transactions - Equity Fund Managers 4-8-05
Prior approval is require from the Chief Compliance Officer for common
securities sold in personal accounts.

3. Section III.5 Pre-Clearance and Reporting Requirements 4-8-05
Addition of security type to pre-clearance and reporting table- private
funds managed by WellsCap.

4. Section IV.1 Restricted Securities 4-8-05
S&P500 stocks subject to same day blackout during execution of client
trades.

5. Section 1.2 "Access Persons" 7-1-05
Access Persons listing will be updated regularly but no less than quarterly.

6. Section III.1 Pre-clearance 7-1-05
Addition of employees that have access to the electronic pre-clearance
system, pre-clearance requests should be submitted via such system.

7. Section III.2 Trade Reports 7-1-05
Deletion of the using the Request for Duplicate Confirms form when a broker
is unable to send duplicate copies. The access person is responsible for
submitting required documentation.

8. Section III.4 Post Review 7-1-05
Front running review on personal securities transactions for Access Persons.

Wells Capital Management Code of Ethics 11.09

9. Section III.5 Pre-Clearance and Reporting Requirements 7-1-05
Addition of security type "holders" to pre-clearance and reporting table.

10. Section IV.4 Blackout Periods 7-1-05
The 7-day blackout period will also be applicable to WellsCap managed client
accounts in addition to Wellscap managed funds.

11. Section IV.10 Wells Fargo Mutual Funds 7-1-05
Access Persons are required to hold Wells Fargo mutual funds and Wellscap
sub- advised mutual funds for 60 days unless transacting for a loss.

12. Section III.1 Pre-clearance 9-15-05
Update e-mail address for pre-clearance requests not submitted through the
electronic pre-clearance system.

13. Section III.2 Trade Reports 9-15-05
Update e-mail address and MAC address for submission of required reports.

14. Section VI Acknowledgment and Certification 9-15-05
Update MAC address for submission of required documents.

15. Section VII Frequently Asked Questions - Question 1 9-15-05
Update e-mail address and CCO name and contact information.

16. Section I.3 Beneficial Ownership 2-21-06
Clarified the personal securities transaction reports to include all account
over which Access Persons have beneficial interest or over which Access
Persons have direct or indirect control.

17. Section III.1 Pre-clearance 2-21-06
Revised the pre-clearance section to provide that: pre-clearance requests
must be sent via the iTrade system; pre-clearance requests can be submitted
via e-mail or phone in limited circumstances; all pre-clearance requests
must be submitted by the Access Person; requests may be submitted beginning
4:00 a.m. (Pacific) until an hour before the close of market, however,
request processing will begin at 7:00 a.m. (Pacific); and pre-cleared trades
will be valid for up to the amount of shares requested for a specific
account.

18. Section III.5 Pre-Clearance and Reporting Requirements 2-21-06
Added Exchange Traded Funds (both open-end and unit investment trusts) as a
security type that must be reported on a quarterly basis per SEC no-action
letter.

19. Section III.8 Initial and Annual Holdings Report 2-21-06
Revised the section to clarify that a brokerage account includes 401k
accounts and statement of holdings includes Wells Fargo mutual fund accounts
and Wells Fargo sub-advised mutual fund accounts.

20. Section IV.6 Independent Research 2-21-06
Deleted this provision as unnecessary and outdated.

21. Section IV.7 Gifts 2-21-06
Included language to provide that WellsCap also maintains a gift and
entertainment guideline.

22. Miscellaneous 2-21-06
Revised the Frequently Asked Questions and Code of Ethics changes to
incorporate corresponding revisions. Also included grammatical/spelling and
miscellaneous edits to the Code in general.

23. Section I.1 Introduction 10-2-06
Included language to provide for a special circumstance exemption request
procedure for Access Persons.

Wells Capital Management Code of Ethics 11.09

24. Section II.1 Violations of the Code 10-2-06
Added language stating violations of the Code are reported to clients upon
request.

25. Section II.3 Dismissal and/or Referral to Authorities 10-2-06
Deleted language regarding reporting Code violations to the Wells Fargo
Funds Boards of Trustees quarterly as repetitive to Section II.1.

26. Section III.5 Pre-Clearance and Reporting Requirements 10-2-06
Clarified that municipal bonds rated A or higher does not need to be
pre-cleared.

27. Section III.7 Acknowledgement of Brokerage Accounts 10-2-06
Modified section and renamed the Acknowledgement of Brokerage Accounts to
Acknowledgement of Reportable Accounts. Included a definition of reportable
accounts.

28. Section III.8 Initial and Annual Holding Report 10-2-06
Modified the time period from "initial employment date" to "start date" for
clarity.

29. Section IV.1 Restricted Securities 10-2-06
Deleted the word "index" from index program trades for accuracy.

30. Section IV.3 Blackout Periods 10-2-06
Clarified that blackout period do not apply to program trades.

31. Section IV.9 60 Day Holding Period 10-2-06
Clarified that the 60 day holding period applies regardless of whether the
transaction results in a loss.

32. Section VI Acknowledgement and Certification 10-2-06
Modified brokerage accounts to reportable accounts to correspond to changes
made in Section III.7. Also deleted the form due date and MAC address as
unnecessary.

33. Section VII Frequently Asked Questions (FAQs) 10-2-06
Replaced the term AIMR with the updated industry term of GIPS for question
#5.

34. Section I.1 Code of Ethics 2-07-07
Added that WellsCap's objective is to take all necessary action to detect,
prevent and correct any and all violations of the Code.

35. Section III.2 Trade Reports 2-07-07
Clarified that the 30-day deadline for submitting Quarterly Trade Reports is
a federal requirement. Also, added that if there are no activities for the
quarter, a Quarterly Trade Report is still required to be submitted.

36. Section III.8 Initial and Annual Holdings Report 2-07-07
Clarified that the initial and annual holdings reports must be current no
more than 45 days prior to the individual becoming an access person or the
date the report is submitted.

37. Section IV.2 Short-Term Trading (60-Day Trading Rule) 2-07-07
Clarified that short-term trading in mutual funds/DIFs managed/subadvised by
Wellscap and purchases and sales of options occurring within 60 days are
strictly prohibited.

38. Section IV.4 Insider Trading 2-07-07
Clarified WellsCap's insider trading policy regarding the appearance of
impropriety and potential conflicts of interest. Also provided additional
samples of basic terms and definitions regarding insider trading such as
material information and public information. Clarified that the insider
trading policy also applies to an Access Person's certain family members and
any accounts under direct control.

Wells Capital Management Code of Ethics 11.09

39. Section IV.7 Outside Business and Employment Activities 2-07-07
Clarified that outside business and employment activities are prohibited
without Compliance approval, contingent upon certain factors.

40. Section I.2 Access Persons 3-19-08
Modified the definition of Access Persons to include specific Wells Fargo
associates.

41. Section I.3 Beneficial Ownership 3-19-08
Added a managed account exemption whereby Access Persons may provide a
written attestation regarding relinquishment of investment discretion for
managed accounts.

42. Section II.1 Violations of the Code 3-19-08
Added an evaluation process for cases requiring discretion or that may fall
within the substantive or serious offence category.

43. Section III.5 Pre-Clearance and Reporting Requirement 3-19-08
Added Investment Adviser Act rule reference for reportable securities.

44. Section IV.8 Political Contributions 3-19-08
Added a Political Contribution section to clarify that political
contributions must be given as an individual and not a corporate
contribution on behalf of WellsCap.

45. Section VII Frequently Asked Questions (FAQs) 3-19-08
Added additional frequently asked questions to section.

46. Section III.5 - Pre-Clearance and Reporting Requirements 11/20/09
Requires reporting of all WF Stock, WF Stock Fund and all other proprietary
funds including 401K election changes.

47. Section III.5 Pre-Clearance and Reporting Requirements 11/20/2009
Incorporates a de minimis exception for Large Capitalization Securities of
up to 500 shares and no more than $10,000, unless this conflicts with the
60-day short-term profit restriction description.
11/20/09
48. Section IX. Wells Fargo Mutual Funds
Added a requirement that Access Persons are required to report all Wells
Fargo stock and Wells Fargo mutual fund transactions including 401(k)
transactions. 11/20/09

49. Section IV.8: Purchases and Sales of Securities Issued by Wells Fargo & Co. 11/20/2009
Memorializes restrictions relating to WFC and related securities and review
procedures.

(UBS LOGO) Global Asset Management

UBS Global Asset Management-Americas
Code of Ethics

SEPTEMBER 30, 2009

UBS GLOBAL ASSET MANAGEMENT-AMERICAS: CODE OF ETHICS

TABLE OF CONTENTS

1. Introduction ........................................................            1
2. Types of Accounts
   2.1 Covered Accounts ................................................            3
   2.2 Joint Accounts ..................................................            3
   2.3 Investment Clubs ................................................            3
3. Establishing Covered Accounts
   3.1 Use of Authorized Brokers .......................................            3
   3.2 Discretionary Accounts ..........................................            6
   3.3 Reporting .......................................................            6
   3.4 Copying Compliance Department on Statements and Confirms ........            6
4. Trading Restrictions
   4.1 Preclearance Requirements .......................................            7
   4.2 Frequency .......................................................            9
   4.3 Holding Period ..................................................            9
   4.4 Lockout Period ..................................................            9
   4.5 Prohibited Transactions .........................................           10
   4.6 Initial Public Offerings ........................................           10
   4.7 Investment in Partnerships and other Private Placements .........           10
   4.8 Options .........................................................           10
   4.9 Futures .........................................................           11
5. Reporting and Certification Requirements
   5.1 Initial Holdings Report and Certification .......................           11
   5.2 Quarterly Transactions Report for Covered Persons and Interested
          Directors ....................................................           12
   5.3 Quarterly Transactions Report for Independent Directors .........           12
   5.4 Annual Certification for Covered Persons, Interested Directors
       and Independent Directors .......................................           12
6. Administration and Enforcement
   6.1 Review of Personal Trading Information ..........................           12
   6.2 Annual Reports to the Mutual Fund Boards of Directors and
       UBS Global CEOs .................................................           12
   6.3 Sanctions and Remedies ..........................................           13
List of Funds                                                              Appendix A
Trade Request Form  ....................................................   Appendix B
Outside Account Request Form ...........................................   Appendix C
Private Placement Request Form .........................................   Appendix D
Discretionary Account Attestation ......................................   Appendix E
Consultants and Temporary Employee Reporting Requirements ..............   Appendix F
Transaction Requirement Matrix .........................................   Appendix G
List of Authorized Broker-Dealers ......................................   Appendix H
Employee Outside Affiliation / Outside Business Form....................   Appendix I

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

UBS GLOBAL ASSET MANAGEMENT-AMERICAS
CODE OF ETHICS

1. INTRODUCTION

UBS Global Asset Management ("UBS Global AM")(1) has many important assets. Perhaps the most valuable is its established and unquestioned reputation for integrity. Preserving this integrity demands the continuing alertness of every employee. Each employee must avoid any activity or relationship that may reflect unfavorably on UBS Global AM as a result of a possible conflict of interest, the appearance of such a conflict, the improper use of confidential information or the appearance of any impropriety. Although no written code can take the place of personal integrity, the following, in addition to common sense and sound judgment, should serve as a guide to the minimum standards of proper conduct. This Code of Ethics ("Code") is designed to ensure, among other things, that all employees conduct their personal securities transactions in a manner where clients' interests are placed first and foremost and are consistent with the law. Any conduct that violates this Code is unacceptable and always constitutes an activity beyond the scope of the employee's legitimate employment.

The Code is designed to detect and prevent conflicts of interests between its employees, officers and directors and its Advisory Clients(2) that may arise due to personal investing activities. UBS Global AM also has established separate procedures designed to detect and prevent insider trading ("Insider Trading Policy and Procedures"), which should be read together with this Code.

Personal investing activities of "Covered Persons" (defined below) can create conflicts of interests that may compromise our fiduciary duty to Advisory Clients. As a result, Covered Persons must avoid any transaction that involves, or even appears to involve, a conflict of interests, diversion of an Advisory Client investment opportunity, or other impropriety with respect to dealing with an Advisory Client or acting on behalf of an Advisory Client.

As fiduciaries, Covered Persons must at all times comply with the following principles:

a. Client Interests Come First. Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of Advisory Clients. If a Covered Person puts his/her own personal interests ahead of an Advisory Client's, or violates the law in any way, he/she will be subject to disciplinary action, even if he/she is in technical compliance with the Code.

b. Avoid Taking Advantage. Covered Persons may not make personal investment decisions based on their knowledge of Advisory Client holdings or transactions. The most common example of this is "front running," or knowingly engaging in a personal transaction ahead of an Advisory Client with the expectation that the Advisory Client's transaction will cause a favorable move in the market. This prohibition applies whether a Covered Person's transaction is in the same direction as the transaction placed on behalf of an Advisory Client (for example, two purchases) or the opposite direction (a purchase and sale).

If you are uncertain whether a real or apparent conflict exists in any particular situation or if you become aware of a violation, you should consult with the Compliance Department immediately.

This Code applies to each of the UBS Global Advisors and the registered investment companies for which a UBS Global Advisor serves as investment manager, investment advisor and/or principal underwriter ("Funds") that are listed on Appendix A (which may be amended from time to time). The Code sets forth detailed policies and procedures that Covered Persons

(1) When used in this Code "UBS Global Asset Management" and "UBS Global AM" includes UBS Global Asset Management (US) Inc. and UBS Global Asset Management (Americas) Inc. We refer to these entities collectively as UBS Global Advisors.

(2) Advisory Client means any client (including but not limited to mutual funds, closed-end funds and separate accounts) for which UBS Global serves as an investment adviser or sub-adviser, to whom it renders investment advice, or for whom it makes investment decisions.

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

of UBS Global Advisors must follow in regard to their personal investing activities. All Covered Persons are required to comply with the Code as a condition of continued employment.

Who is subject to the Code?

Covered Persons. For purposes of this Code, Covered Person is defined as:

- Each employee, officer and director of a UBS Global Advisor, their spouses and members of their immediate families;(3)

- An employee, officer or director of any UBS AG affiliate who is domiciled on the premises of UBS Global AM for a period of 30 days or more; and

- Consultants and other temporary employees hired for a period of 30 days or more whose duties include access to UBS Global AM's technology and systems, and/or trading information in any form, unless they obtain a written exemption from the Compliance Department. Consultants and other temporary employees who are employed for less than a 30-day period, but who have access to UBS Global AM's trading information, will be subject to the reporting requirements described in Appendix G.

INTERESTED DIRECTORS OF A FUND. Directors of any Fund that is an Advisory Client (current Funds are listed on Appendix A) who are not Covered Persons but who are affiliated with another subsidiary of UBS AG ("Interested Directors") are subject to the following sections of the Code, except if covered by "Independent Directors of a Fund" below:

Section 5.1 Initial Holdings Report and Certification

Section 5.2 Quarterly Transactions Report for Covered Persons and Interested Directors

Section 5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors

INDEPENDENT DIRECTORS OF A FUND. Directors of a Fund who are not affiliated with a UBS Global Advisor ("Independent Directors")as well as Interested Directors who do not have access to non-public information regarding the Portfolio Holdings of any fund advised by a UBS Global AM Advisor or who are not involved in making securities recommendations or have access to such recommendations that are not public are subject only to the following sections of the Code:

Section 5.3 Quarterly Transactions Report for Independent Directors

Section 5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors

2. TYPES OF ACCOUNTS

2.1 COVERED ACCOUNTS

"Covered Account" includes any securities account (held at a broker-dealer, transfer agent, investment advisory firm, bank, or other financial services firm) in which a Covered Person has a beneficial interest or over which a Covered Person has investment discretion or other control or influence.(4) Restrictions placed on transactions executed within a Covered Account also pertain to

(3) Immediate family includes your spouse, children and/or stepchildren and other relatives who live with you if you contribute to their financial support.

(4) Beneficial interest in an account includes any direct or indirect financial interest in an account.

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

investments held outside of an account over which a Covered Person has physical control, such as a stock certificate.(5)

2.2 JOINT ACCOUNTS

Covered Persons are prohibited from entering into a joint account with any Advisory Client.

2.3 INVESTMENT CLUBS

Covered persons are prohibited from participating in investment clubs.

3. ESTABLISHING COVERED ACCOUNTS

3.1 USE OF AUTHORIZED BROKERS

Generally, Covered Persons may maintain a Covered Account only with authorized broker-dealers. The current list of Authorized Brokers, which is subject to change from time to time, is included in Appendix I. Any exceptions to this rule must be approved in writing by the Compliance Department (See Appendix C for the appropriate form). However, Covered Persons hired on or before December 31, 2001 and who maintain a Covered Account at an unauthorized broker-dealer that was opened on or before June 30, 2002 may continue to maintain the account with the unauthorized broker. Covered Persons must obtain prior written approval from the Compliance Department to open a futures account.

Exceptions. The following Covered Accounts may be maintained away from an Authorized Broker without obtaining prior approval. Note: Covered Persons are required to report all Covered Accounts pursuant to the Reporting and Certification Requirements of Section 5 below.

- Mutual Fund Only Accounts. Any account that permits a Covered Person only to buy and sell shares of open-end mutual funds for which UBS Global AM does not serve as investment adviser or subadviser and cannot be used to trade any other types of securities like stocks or closed-end funds.

- 401(k) Plans. Any account with a 401(k) retirement plan that a Covered Person established with a previous employer, provided that the investments in the plan are limited to pooled investment options (e.g., open-end mutual funds). A 401(k) plan account that permits you to trade individual securities or invest in pools consisting of securities of a single issuer must be approved by the Compliance Department. The UBS SIP plan or any successor UBS 401(k) plan is not an excepted account within this definition.

- Investments in the Physical Control of a Covered Person. Covered Persons may maintain physical possession of an investment (for example, a stock certificate).

- You must obtain approval to maintain the following Covered Accounts:

- Investments Directly with Issuers (or their Transfer Agents). Covered Persons may participate in direct investment plans that allow the purchase of an issuer's securities without the intermediation of a broker-dealer provided that timing of such purchases is determined by the plan (e.g., dividend reinvestment plans ("DRIPS")). Such investments must be approved prior to the initial purchase of the issuer's securities. Once approved, you are not required to preclear purchases or sales of shares in the plan, although transactions and holdings must be reported. However, if you withdraw the securities and hold a certificate or transfer them to a brokerage account, subsequent sales are subject to preclearance as well as the 30-day holding period.

(5) Covered Accounts also include accounts for which a Covered Person has power of attorney, serves as executor, trustee or custodian, and corporate or investment club accounts.

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

3.2 DISCRETIONARY ACCOUNTS

Covered Persons must obtain Compliance Department approval in order to open discretionary securities accounts. A discretionary account is one where all investment decisions are made by a third-party who is unrelated to the Covered Person or is not otherwise a Covered Person ("Discretionary Account"). Although Discretionary Accounts are exempt from the provisions of Section 4 (Trading Restrictions) of this Code, they are still Covered Accounts and must comply with all other provisions of this Code, including this Section and Section 5 (Reporting and Certification Requirements). In order to obtain necessary approval to open a Discretionary Account, Covered Persons must provide the following to the Compliance Department:

- A copy of the signed Investment Advisory Agreement and/or any other relevant documents creating the Account that demonstrate that the fiduciary has full investment discretion; and

- A signed attestation (See Appendix F) that, if the Covered Person discusses any specific strategies, industries or securities with the independent fiduciary, the Covered Person will pre-clear any related trades that result from the discussion. (Note that if no such discussions take place in advance of transactions, preclearance is not required).

The Compliance Department will review Discretionary Account trading for abuses and conflicts and reserves the right to cancel approval of a Discretionary Account and to subject all of the account's trades to preclearance and other requirements of this Code. Discretionary Accounts may not be used to undermine these procedures.

3.3 REPORTING

Covered Persons must disclose all reportable accounts and investments within 10 calendar days after commencing employment or association with UBS Global Asset Management. Covered Persons will be required to review and update their holdings, securities account transactions and confirm they have read and understand the Code of Ethics quarterly and annually thereafter.

Initial holdings information must be current as of a date not more than 45 days prior to your hire date. Please note that you cannot conduct personal trades until you have received a log in and password from the iTrade System.

Covered Persons are responsible for notifying the Compliance Department at the time any Covered Account is opened and immediately upon making or being notified of a change in ownership or account number. The notification should be submitted in writing to the Compliance Department and include the broker name, name of the account, the date the account was opened, account number (if new account) or, if the account number changed, the old number and the new number and the effective date of the change.

3.4 COPYING THE COMPLIANCE DEPARTMENT ON STATEMENTS AND CONFIRMS

The Compliance Department receives automatic feeds of trade confirmations and account statements from Authorized Brokers. However, for accounts maintained away from Authorized Brokers, Covered Persons must arrange for the Compliance Department to receive directly from the executing broker-dealer, bank, or other third-party institution duplicate copies of trade confirmations for each transaction and periodic account statements for each Covered Account.

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

Covered Persons are not required to provide duplicate confirms and statements for Mutual Fund Only Accounts.

If You Cannot Arrange for Duplicate Confirmations or Statements. You may wish to engage in a transaction for which no confirmation can be delivered to the Compliance Department (e.g., a transaction in a privately placed security or a transaction in individual stocks held in a 401(k) plan). These types of transactions require the prior written approval of the Compliance Department and will involve additional reporting requirements.

4. TRADING RESTRICTIONS

Security means any interest or instrument commonly known as a security, whether in the nature of debt or equity, including but not limited to any option, futures contract, shares of registered open-end investment companies (mutual funds) advised or subadvised by UBS Global AM, warrant, note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or any participation in or right to subscribe to or purchase any such interest or instrument. For purposes of these trading restrictions and the reporting requirements described in Section 5, the term security does not include direct obligations of the U.S. government , bankers' acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements), or shares of registered open-end investment companies (mutual funds) for which UBS Global AM does not serve as investment adviser or subadviser. (See Appendix (A) for a list of funds advised or subadvised by UBS Global AM).

4.1 PRECLEARANCE REQUIREMENTS

Covered Persons must obtain prior written approval before purchasing, selling or transferring any security, or exercising any option (except as noted below).

- The Process. The preclearance process is done electronically through iTrade or in the event the system is down, involves the following three steps:

- Complete the Form. Covered Persons must complete a Trade Request Form (See Appendix B) and submit it to the Compliance Department before making a purchase, sale or transfer of a security, or exercising an option.

- Wait for Approval. The Compliance Department will review the form and, as soon as practicable, determine whether to authorize the transaction.

- Execute Before the Approval Expires. A preclearance approval for a transaction is only effective on the day you receive approval (regardless of time).

- If your trade is not fully executed by the end of the day, you must obtain a new preclearance approval before your order (or the unfilled portion of your order) can be executed. Accordingly, limit orders and "good 'til cancelled" instructions must be withdrawn by the end of the day, unless a new approval is obtained.

- Exceptions. Covered Persons do not need to preclear the following types of transactions. Please see the "Transaction Requirement Matrix" in Appendix H for a summary of the preclearance requirements.

- Open-End Investment Company Shares (Mutual Funds), including funds offered within a 529 College Savings Plan. Purchases and sales of mutual funds do not require preclearance and are not subject to the reporting requirements of Section 5. However, certain holding period requirements apply to open-end registered investment companies advised or subadvised by UBS Global (see
Section 4.3 herein).

- Unit Investment Trusts (UITs). Purchases and sales of unit investment trusts do not require preclearance.

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

- Exchange Traded Funds (ETFs). Purchases and sales of Exchange Traded Funds that are based on a broad-based securities index do not require preclearance. Transactions in all other ETFs, including industry or sector-based funds, must be precleared.

- Certain Corporate Actions. Acquisitions of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities do not require preclearance.

- Rights. Acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired through the rights offering and not through the secondary market.

- UBS Savings and Investment Plan and Third Party 401(k) Plans. Any transaction in these plans is generally exempt from the preclearance requirements, unless the plan permits a Covered Person to trade individual securities (e.g., shares of stock), in which case such transactions are subject to preclearance.

- UBS AG Securities. Transactions by Covered Persons in UBS securities(6) generally are exempt from the preclearance requirements. Covered Persons who are deemed company insiders are not eligible for this exception and must preclear all purchases and sales of UBS securities. In addition, any Covered Person who possesses material non-public information regarding UBS AG is prohibited from engaging in transactions in UBS securities.

- Futures and Options on Currencies, Commodities and Broad Based Indices. A Covered Person is not required to preclear futures and options on currencies or on a broad-based securities index.(7)

- Transactions in Discretionary Accounts. Except under certain circumstances, a Covered Person is not required to preclear transactions in a Discretionary Account.

- NOTE: All transactions, including those exempt from the preclearance requirement (other than mutual funds), are subject to the reporting requirements (See Section 5).

(6) Note that Independent Directors of a mutual fund managed or advised by a UBS Global Advisor are prohibited from purchasing or otherwise acquiring or holding any security issued by UBS.

(7) The term "Broad-based Securities Index" is not easily defined. Generally, a Broad-based Securities Index covers a wide range of companies and industries. Only futures and options on a Broad-based Securities Index are exempt from the pre-clearance requirement. The Compliance Department will maintain a list of approved Broad-based Securities Indices and, if you are unsure as to whether a particular index qualifies under the Code, you should consult the Compliance Department.

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

4.2 FREQUENCY

In order to ensure that Covered Persons are not distracted from servicing Advisory Clients, Covered Persons should not engage in more than 20 transactions per month. (Note: This does not include repetitive transactions such as rolling futures contracts.)

4.3 HOLDING PERIOD

If a Covered Person is required to preclear a transaction in a security, he/she also must hold the security for at least 30 days.

As a result, Covered Persons may not:

- buy a security or Related Investment within 30 days after selling that security or Related Investment; or

- sell a security or Related Investment within 30 days after purchasing that security or Related Investment.

- Please refer to the Transaction Requirement Matrix in Appendix H.

Related Investments are investments whose value is based on or derived from the value of another security, including convertible securities and derivative securities such as options, futures and warrants.

Exceptions.

a. UITs and ETFs, although not subject to preclearance, must be held for at least 30 days.

b. Shares of registered open-end investment companies advised or sub-advised by UBS Global must be held for at least 30 days.

c. If a security has experienced a loss equal to at least 10% of the purchase price, the Covered Person may sell the security in less than 30 days, with prior approval from the Compliance Department.

d. If you receive restricted stock as part of your compensation, you are not required to hold it for 30 days after it vests.

4.4 LOCKOUT PERIOD

Investment Personnel(8) are prohibited from buying, selling or transferring any security if they know that the security, or Related Investment, was purchased or sold on behalf of an Advisory Client five days or less prior thereto or will be purchased or sold on behalf of an Advisory Client within five days therefrom. Personal trades in securities that are effected in close proximity to the addition or deletion of such security to or from a model will be closely scrutinized. Pre-clearance through i-trade should not be equated with pre-clearance of conflicts.

(i) Covered Persons are prohibited from executing a securities transaction on a day during which any client or fund has a pending or executed "buy" or "sell" in the same security.

(ii) Trade Reversals. Even if a personal transaction is pre-cleared, such personal transaction is subject to being reversed after-the-fact. Furthermore, as indicated below, the Compliance Department may require any violator to disgorge any profits or absorb any losses associated

(8) "Investment Personnel" include Covered Persons who are portfolio managers, research analysts, traders and any other person who, in connection with his or her regular functions or duties, makes or participates in making recommendations to clients regarding the purchase or sale of securities or has functions or duties relating to the making of recommendations regarding purchases and/or sales.

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

with the relevant security. In short, Covered Persons assume the risk (financial or otherwise) associated with any trade reversal.

(iii) Broad-based Securities Indices. A Covered Person's knowledge that a security will be purchased or sold by an account managed with a quantitative model that tracks the performance of a Broad-Based Securities Index, such as the S&P 500 or the Russell 1000, does not trigger the lockout period. Futures and options transactions on Broad-based Securities Indices or currencies also are exempt from the lockout period.

(iv) The Chief Compliance Officer may grant individual exceptions at his/her discretion.

4.5 PROHIBITED TRANSACTIONS

UBS Global views the following transactions as especially likely to create conflicts with Advisory Client interests. Covered Persons are therefore prohibited from engaging in the following transactions:

a. Short Sales. Covered Persons are prohibited from entering into a net short position with respect to any security.

b. Futures. Purchase or sale of futures that are not traded on an exchange, as well as options on any type of futures (exchange-traded or not) are prohibited. This prohibition does not apply to currency forwards (futures or otherwise).

c. Securities Issued by Suppliers & Vendors. Covered Persons who have information about or are directly involved in negotiating a contract with a supplier or vendor of UBS Global AM may not purchase securities issued by that supplier or vendor.

4.6 INITIAL PUBLIC OFFERINGS

Covered Persons are prohibited from acquiring securities in an initial public offering (other than a new offering of a registered open-end investment company).

In the event that a Covered Person holds securities in a company that has announced that it will engage in an IPO, he or she must immediately notify the Compliance Department.

4.7 INVESTMENT IN PARTNERSHIPS AND OTHER PRIVATE PLACEMENTS

Covered Persons are permitted to acquire interests in general partnerships and limited partnerships, and to purchase privately placed securities, provided they obtain prior approval from the Compliance Department. Once approved, additional capital investments (other than capital calls related to the initial approved investment) require a new approval. Covered Persons requesting permission must complete the Private Placement Request Form (See Appendix D).

4.8 OPTIONS

a. Call Options: A Covered Person may purchase a call option on an individual security or ETF only if the call option has a period to expiration of at least 30 days from the date of purchase and the Covered Person either (1) holds the option for at least 30 days prior to sale or (2) holds the option and, if exercised, the underlying security, for a total period of 30 days. (Similarly, if you choose to exercise the option, you may count the period during which you held the call option toward the 30-day holding period for the underlying security or ETF.)

A Covered Person may sell ("write") a call option on an individual security or ETF only if he/she has held the underlying security (in the corresponding quantity) for at least 30 days (Covered Call).

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

b. Put Options: A Covered Person may purchase a put option on an individual security or ETF only if the put option has a period to expiration of at least 30 days from the date of purchase and the Covered Person holds the put option for at least 30 days. If a Covered Person purchases a put on a security he/she already owns (Put Hedge), he/she may include the time he/she held the underlying security towards the 30-day holding period for the put.

A Covered Person may not sell ("write") a put on an individual security or ETF.

c. Options on Broad-Based Indices: Covered Persons may purchase or sell an option on a Broad-based Securities Index ("Index Option") only if the option has a period to expiration of at least 30 days from the date of purchase or sale. A Covered Person may buy or sell an Index Option with a period to expiration of less than 30 days from the date of purchase or sale to close out an open position only if he/she has held the position being closed out for at least 30 days or another exception under Section 4.3 (Holding Period) applies.

Note: Covered Persons must obtain preclearance approval to exercise an option on an individual security or ETF as well as to purchase or sell such an option.

4.9 FUTURES

A Covered Person may purchase and sell exchange-traded futures and currency forwards.

Purchases and sales of futures contracts on an individual security are subject to the lockout period (See Section 4.4 above). Purchases and sales of all futures contracts are subject to the holding period requirement (See
Section 4.3 above).

Note: Covered Persons must obtain preclearance approval to purchase or sell futures contracts on an individual security.

5. REPORTING AND CERTIFICATION REQUIREMENTS

5.1 INITIAL HOLDINGS REPORT AND CERTIFICATION

Within 10 days after a Covered Person commences employment, he/she must certify that he/she has read and understands the Code, that he/she will comply with its requirements, and that he/she has disclosed or reported all personal investments and accounts required to be disclosed or reported. Interested Directors other than Covered Persons are also required to make this report within 10 days of becoming an Interested Director of a Fund.

Exceptions: Covered Persons are not required to report holdings in:

- U.S. Registered Open-End Mutual Funds that are not advised or sub-advised by UBS Global (see Appendix A for a list of funds advised or subadvised by UBS Global).

- U.S. Government Securities(9)

- Money Market Instruments(10)

- Accounts over which a Covered Person has no direct or indirect influence or control

(9) Covered Persons are required to report transactions in Fannie Maes and Freddie Macs.

(10) Money Market Instruments include bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements.

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

However, Covered Persons are required to include in initial and annual holdings reports the name of any broker-dealer or bank with which the Covered Person has an account in which any securities are held for his/her direct or indirect benefit.

5.2 QUARTERLY TRANSACTIONS REPORT FOR COVERED PERSONS AND INTERESTED DIRECTORS

Within 30 days of the end of each calendar quarter, Covered Persons must file a report of all securities and U.S.-registered open-end mutual fund transactions for which UBS Global serves as adviser or subadviser on a Quarterly Transactions Report unless a duplicate confirmation or similar document was sent to the Compliance Department contemporaneously with the transaction. In addition, Covered Persons are required to report any account opened during the quarter in which securities were held during the quarter (this includes accounts that hold those securities described above in Section 5.1).

5.3 QUARTERLY TRANSACTIONS REPORT FOR INDEPENDENT DIRECTORS

Directors of the Funds who are not affiliated with a UBS Global Advisor ("Independent Directors") must file a Quarterly Transactions Report with the Compliance Department only if the Independent Director knew, or in the ordinary course of fulfilling his/her official duties as a director of a Fund should have known, that during the 15 days immediately preceding or following the date of a securities transaction in the Independent Director's Covered Accounts that:

- the security was purchased or sold by a Fund; or

- a purchase or sale of the security was considered for a Fund.

Independent Directors must file these reports within ten days of the end of the calendar quarter in which the trade occurred.

5.4 ANNUAL CERTIFICATION FOR COVERED PERSONS, INTERESTED DIRECTORS AND INDEPENDENT DIRECTORS

Annually, Covered Persons, Interested Directors and Independent Directors must certify that they have read and understand the Code, that they have complied with its requirements during the preceding year, and that they have disclosed or reported all personal transactions/holdings required to be disclosed or reported.

6. ADMINISTRATION AND ENFORCEMENT

6.1 REVIEW OF PERSONAL TRADING INFORMATION

All information regarding a Covered Person's personal investment transactions, including the reports required by Section 5, will be reviewed by the Compliance Department, and all violations will be reported to the Chief Compliance Officer. All such information may also be available for inspection by the Boards of Directors of the Funds, the Chief Executive Officer and Legal Counsel of UBS Global AM, any party to which any investigation is referred by any of the foregoing, a Covered Person's supervisor (where necessary), the Securities and Exchange Commission, any self-regulatory organization of which UBS Global is a member, and any state securities commission.

6.2 ANNUAL REPORTS TO MUTUAL FUND BOARDS OF DIRECTORS AND UBS GLOBAL CEOS

The Compliance Department will review the Code at least annually in light of legal and business developments and experience in implementing the Code. The Compliance Department will

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

prepare an annual report to the Boards of Directors of the Funds and the CEO of UBS Global AM that:

- describes issues that arose during the previous year under the Code, including, but not limited to, information about material Code violations and sanctions imposed in response to those material violations;

- recommends changes in existing restrictions or procedures based on the experience implementing the Code, evolving industry practices, or developments in applicable laws or regulations; and

- certifies to the Boards that procedures have been adopted that are designed to prevent Access Persons(11) from violating the Code.

6.3 SANCTIONS AND REMEDIES

If the Compliance Department determines that a Covered Person or Fund Director has violated the Code, it may, in consultation with senior management, impose sanctions and take other actions deemed appropriate, including issuing a letter of education, suspending or limiting personal trading activities, imposing a fine, suspending or terminating employment, and/or informing regulators if the situation warrants.

As part of any sanction, the Compliance Department may require the violator to reverse the trade(s) in question and forfeit any profit or absorb any loss from the trade. Senior management will determine the appropriate disposition of any money forfeited pursuant to this section.

(11) "Access Person" is generally defined under Rule 17j-1 under the Investment Company Act to include any director or officer of a fund or its investment adviser, and any employee of a fund's investment adviser who, in connection with his or her regular functions or duties, participates in the selection of a fund's portfolio securities or who has access to information regarding a fund's future purchases or sales of portfolio securities.

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

LIST OF FUNDS

The names listed in italics are the Trust names and the indented names are the fund names within each Trust.

UBS Cashfund Inc.

UBS Index Trust
UBS S&P 500 Index Fund

UBS Investment Trust
UBS U.S. Allocation Fund

UBS Managed Municipal Trust
UBS RMA New York Municipal Money Fund UBS RMA California Municipal Money Fund

UBS Master Series, Inc.
UBS Money Market Fund

UBS Municipal Money Market Series
UBS RMA New Jersey Municipal Money Fund

UBS RMA Money Fund, Inc.
UBS RMA Money Market Portfolio
UBS RMA U.S. Government Portfolio
UBS Retirement Money Fund

UBS RMA Tax-Free Fund, Inc.

UBS Series Trust

U.S. Allocation Portfolio (inactive)

Master Trust
Prime Master Fund
Tax-Free Master Fund
Treasury Master Fund

The UBS Funds
UBS Absolute Return Bond Fund
UBS Dynamic Alpha Fund
UBS Emerging Markets Debt Fund
UBS Emerging Markets Equity Fund
UBS Global Allocation Fund
UBS Global Bond Fund
UBS Global Equity Fund
UBS Global Frontier Fund
UBS High Yield Fund

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

UBS International Equity Fund
UBS U.S. Real Estate Equity Fund
UBS U.S. Bond Fund
UBS U.S. Equity Alpha Fund
UBS U.S. Large Cap Equity Fund
UBS U.S. Large Cap Value Equity Fund UBS U.S. Mid Cap Growth Equity Fund UBS U.S. Small Cap Equity Fund
UBS U.S. Small Cap Growth Fund

UBS Relationship Funds
UBS Absolute Return Bond Relationship Fund (inactive) UBS Absolute Return Investment Grade Bond Relationship Fund (inactive) UBS Corporate Bond Relationship Fund UBS Emerging Markets Debt Relationship Fund (inactive) UBS Emerging Markets Equity Completion Relationship Fund UBS Emerging Markets Equity Relationship Fund UBS Enhanced Yield Relationship Fund (inactive) UBS Global Aggregate Bond Relationship Fund (inactive) UBS Global Equity Relationship Fund (inactive) UBS Global (Ex-U.S.) Bond Relationship Fund (inactive) UBS Global (Ex U.S.) All Cap Growth Relationship Fund UBS Global Securities Relationship Fund UBS High Yield Relationship Fund
UBS International Equity Relationship Fund UBS Large Cap Select Equity Relationship Fund Iinactive) UBS Opportunistic Emerging Markets Debt Relationship Fund UBS Opportunistic High Yield Relationship Fund (inactive) UBS Opportunistic Loan Relationship Fund (inactive) UBS Short Duration Relationship Fund (inactive) UBS Small-Cap Equity Relationship Fund UBS U.S. Bond Relationship Fund
UBS U.S. Cash Management Prime Relationship Fund UBS U.S. Core Plus Relationship Fund (inactive) UBS U.S. Equity Alpha Relationship Fund UBS U.S. Equity Alpha Value Relationship Fund (inactive) UBS U.S. Large-Cap Equity Relationship Fund UBS U.S. Large Cap Growth Equity Relationship Fund UBS U.S. Large Cap Select Growth Equity Relationship Fund (inactive) UBS U.S. Large Cap Value Equity Relationship Fund (inactive) UBS U.S. Securitized Mortgage Relationship Fund (inactive) UBS U.S. Treasury Inflation Protected Securities Relationship Fund

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

UBS PACE Select Advisors Trust
UBS PACE Alternative Strategies Investments UBS PACE Global Fixed Income Investments UBS PACE Global Real Estate Securities Investments UBS PACE Government Securities Fixed Income Investments UBS PACE High Yield Investments
UBS PACE Intermediate Fixed Income Investments UBS PACE International Emerging Markets Equity Investments UBS PACE International Equity Investments UBS PACE Large Co Growth Equity Investments UBS PACE Large Co Value Equity Investments UBS PACE Money Market Investments
UBS PACE Municipal Fixed Income Investments UBS PACE Small/Medium Co Value Equity Investments UBS PACE Strategic Fixed Income Investments UBS PACE Small/Medium Co Value Equity Investments

UBS Collective Funds
UBS ALIS Active Member Fund
UBS ALIS Retired Member Fund
UBS All Country World (Ex.-U.S.) Equity Fund UBS Bond SurPlus Fund
UBS Capital Efficient U.S. Pension Liability Active Member Fund UBS Capital Efficient U.S. Pension Retired Member Fund UBS Cash Management Prime Fund
UBS Emerging Markets Bond Completion Fund UBS Emerging Markets Growth Equity Fund UBS Enhanced Yield Fund
UBS Extended Strategies Fund
UBS Global (Ex-U.S.) All Cap Growth Equity Fund UBS Global (Ex U.S. and Japan) Bond Fund UBS Global (Ex-U.S.) Bond Fund
UBS Global (Ex-U.S.) Equity Fund
UBS Global (Ex-U.S.) Equity (Stock Only) Fund UBS Global Ex-U.S.) Small Cap Growth Equity Fund UBS Global Aggregate Bond Fund
UBS Global Bond Fund
UBS Global Equity Fund
UBS Global Real Estate Securities Equity Fund UBS Global Securities Fund
UBS Multi-Asset Portfolio Fund
UBS Opportunistic Emerging Markets Bond Fund UBS Securitized U.S. Mortgage Fund
UBS Short Duration Fund

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

UBS Stable Value Fund
UBS U.S. All-Cap Equity Fund
UBS U.S. Balanced Fund
UBS U.S. Bond Fund
UBS U.S. Core Plus Fund
UBS U.S. Equity Alpha Fund
UBS U.S. High Yield Fund
UBS U.S. Large-Cap Equity Fund
UBS U.S. Large-Cap Growth Equity Fund UBS U.S. Large-Cap Growth Select Equity Fund UBS U.S. Large-Cap Select Equity Fund UBS U.S. Large-Cap Value Equity Fund UBS U.S. Long Duration Credit Fund
UBS U.S. Mid Cap Growth Equity Fund UBS U.S. Pension Liability Active Member Fund UBS U.S. Pension Liability Retired Member Fund UBS U.S. Real Estate Securities Equity Fund UBS U.S. Small Cap Growth Equity Fund UBS U.S. Small Cap Equity Fund
UBS Target Retirement 2045 Fund Series I, II, III, IV UBS Target Retirement 2035 Fund Series I, II, III, IV UBS Target Retirement 2025 Fund Series I, II, III, IV UBS Target Retirement 2015 Fund Series I, II, III, IV

UBS Target Retirement Today Fund Series, I, II, III, IV

CLOSED-END FUNDS
Fort Dearborn Income Securities, Inc. (FTD) Global High Income Fund Inc. (GHI)
Insured Municipal Income Fund Inc. (PIF) Investment Grade Municipal Income Fund Inc. (PPM) Managed High Yield Plus Fund Inc. (HYF) Strategic Global Income Fund, Inc. (SGL)

FUNDS SUBADVISED BY UBS GLOBAL ASSET MANAGEMENT
AST UBS Dynamic Alpha Portfolio
EQ Advisors Trust Growth and Income Portfolio GuideStone Funds - International Equity Fund ING UBS US Large Cap Equity Portfolio John Hancock Funds II Large Cap Fund John Hancock Trust Large Cap Trust
John Hancock Trust Global Allocation Trust MFS Diversified Real Return Fund
Northern Multi-Manager International Equity Principal Funds, Inc. LargeCap Value Fund I

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

Russell Emerging Markets Fund
Russell International Developed Markets Fund Transamerica UBS Dynamic Alpha Portfolio Transamerica UBS Large Cap Value Portfolio USAA Growth & Income Fund
Pacific Select Fund Large-Cap Growth Portfolio Pacific Life Fund Large-Cap Growth Portfolio Laudus Growth Investors US Large Cap Growth Fund SEI International Fixed Income Fund

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

TRADE REQUEST FORM
(please complete a trade request for each transaction)

I hereby request permission to [ ] BUY [ ] SELL [ ] TRANSFER (check one)

the specified security in the company indicated below for my own account or other account in which I have a beneficial interest (direct or indirect) or legal title:

Account Number: ________________________ Broker: _____________________________

Name of Security: ______________________ Ticker Symbol: ______________________

Number of shares, units or contracts or face amount of bonds: __________________

I have read the current Code of Ethics and believe that the above transaction complies with its requirements.

To the best of my knowledge,

(I) no Advisory Client has purchased or sold the security listed above during the last five days;

(II) the security indicated above is not currently being considered for purchase or sale by any Advisory Client; and

(III) the requested transaction will not result in a misuse of inside information or in any conflict of interest or impropriety with regard to any Advisory Client.

Additionally: (Please check any or all that apply)

[ ] This investment is being purchased or sold in a private placement (if so, please complete the "Private Placement Request Form").

[ ] The proposed purchase of the above listed security, together with my current holdings, will result in my having a beneficial interest in more than 5% of the outstanding voting securities of the company. If this item is checked, state the beneficial interest you will have in the company's voting securities after the purchase. __________

I SHALL DIRECT MY BROKER TO PROVIDE A COPY OF A CONFIRMATION OF THE REQUESTED TRANSACTION TO THE COMPLIANCE DEPARTMENT WITHIN 10 DAYS OF THE TRANSACTION.

PERMISSION IS EFFECTIVE ONLY ON THE DAY YOU RECEIVE APPROVAL.

Employee Signature:

Print Name:                                        Date Submitted:
                    ----------------------------                   -------------

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

Compliance Only

Reviewed by: __________________________________________

[ ] Approved [ ] Denied Date: _____________________

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

OUTSIDE ACCOUNT REQUEST FORM

A Covered Person requesting an exception to maintain or establish an outside account must complete and submit this memorandum to the Compliance Department. Once reviewed by Compliance, the Covered Person will be notified of the terms (if any) of the approval or denial. PLEASE BE SURE TO ATTACH ANY REQUIRED DOCUMENTATION PRIOR TO SUBMITTING THIS FORM TO THE COMPLIANCE DEPARTMENT.

NOTE: EXCEPT FOR THE LIMITED EXCEPTIONS NOTED IN THE UBS GLOBAL ASSET MANAGEMENT CODE OF ETHICS, ALL COVERED ACCOUNTS MUST BE MAINTAINED AT AN AUTHORIZED
BROKER(1).

A Covered Account is defined as: any account in which a Covered Person has a beneficial interest, and any account in which a Covered Person has the power, directly or indirectly, to make investment decisions and/or where the Covered Person acts as custodian, trustee, executor or a similar capacity.

1. Name of Firm(s): __________________________________________________________

2. Title(2) of Account(s): ___________________________________________________

3. Type of Account(s): _______________________________________________________

4. Account Number(s)(3) ______________________________________________________

5. Exceptions may only be granted in limited circumstances. Please check those that apply:

[ ] A Covered Person is employed by another NYSE/NASD/NFA member firm.

[ ] A previously acquired investment involves a unique securities product or service that cannot be held in an account with an Authorized Broker.

[ ] The funds are placed directly with an independent investment advisory firm under an arrangement whereby the Covered Person is completely REMOVED from the investment decision-making process. (Please attach a copy of the investment management agreement and other documentation granting discretionary authority)

[ ] Other (please explain):

6. A copy of the account(s) statement is attached to this memo. [ ] Yes [ ] No Account Not Open Yet (if the account exists but no statement is attached, please attach additional documentation that explains why).

(1) See Appendix I in the Code of Ethics for the current list of Authorized Brokers.

(2) Name as it appears on the account.

(3) If this request is to maintain an existing account(s), please list the account number(s). If this request is to establish new account(s) for which you do not have the account number(s), please write "New Account."

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

7. Any other outside pertinent information that would be helpful in determining whether the request to maintain or establish an outside account should be approved.

Employee Signature:

Print Name:                                        Date Submitted:
            ------------------------------------                   -------------

Compliance Only

Reviewed by:
             -----------------------------------
Date:
      ------------------------

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

PRIVATE PLACEMENT REQUEST FORM

As provided in section 4.7 of the UBS Global Asset Management Code of Ethics, if a Covered Person wants to participate in a private placement or a limited partnership, he/she must complete this form and obtain the required approvals prior to investing. A COVERED PERSON MAY NOT PARTICIPATE IN ANY PARTNERSHIP OR PRIVATE PLACEMENT UNTIL HE/SHE RECEIVES WRITTEN PERMISSION FROM THE COMPLIANCE DEPARTMENT. ORAL DISCUSSIONS DO NOT CONSTITUTE APPROVAL UNDER ANY CIRCUMSTANCES.

INVESTMENT INFORMATION:

1. Name of proposed investment: _______________ Date of investment: ___________

2. Nature of investment: ______________________________________________________

3. Amount to be invested: ____________ # of shares: ___________ % ownership: __

4. Describe terms of investment:

[ ] Equity [ ] Debt [ ] Open-ended [ ] Specific Maturity date:___________

Lock-up period? _______________________________

Further investment contemplated? _________________ Amount? _________________

5. Are you receiving any favorable terms? _____________________________________

If Yes, please describe: ___________________________________________________

6. Describe how you found out and from whom about the above investment:

7. Was this investment offered to you due to your affiliation with UBS Global?

[ ] Yes [ ] No

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

8. Do you have a position as officer of the company or other duties in connection with the investment?

[ ] Yes [ ] No

9. Do you give investment advice to the company or any affiliate of the company?

[ ] Yes [ ] No If yes, please describe: __________________________________

10. Are you informed or consulted about investments made by the company?

[ ] Yes [ ] No Describe: _________________________________

11. How frequently will you receive statement/communications regarding the investment?

12. Is the company privately/publicly held? [ ] Privately [ ] Publicly

13. If privately held, are you aware of any plan to bring the company public?

14. Have you informed the company that you are a "restricted person" in the event of an IPO of securities?

15. Is there connection(s) between the investment and UBS Global AM ?

[ ] Yes [ ] No

If yes, describe fully:_____________________________________________________

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

16. To your knowledge, are there any UBS Global clients for whom this is an appropriate investment?

[ ] Yes [ ] No

If yes, describe fully:_____________________________________________________

17. Describe any UBS clients' connections to this investment?

18. Are you aware of any conflict between your duties at UBS Global and this investment?

[ ] Yes [ ] No

If yes, describe fully:_____________________________________________________

Please attach any relevant reports/statements you can provide which describe this investment.

To the best of my knowledge, the information provided above is accurate. I will notify the Compliance Department immediately of any material changes to the information provided above.

Employee Name (please print):

Signature:
Date:

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

MEMORANDUM

Date:

To:

Cc:

From:

Re:

INVESTMENT INFORMATION:

This memo outlines the agreed process for advisory accounts with

has discretion over the investment management of your account(s) with them and has supplied a written summary of the current investment policy.

If you discuss specific strategies, industries or securities with them, you agree to pre-clear any related trades that result from your discussion. As long as no discussions are held between you and

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

_______________________________ relating to specific investments in your account(s) in advance of a transaction, you will not be required to pre-clear your trades. You will, however, continue to be required to submit duplicate forms and Quarterly and Annual Certifications.

In addition, if the nature of your account(s) changes from discretionary to some other type, you will immediately advise the Compliance Department.

Please acknowledge this understanding by signing below.

UBS GLOBAL ASSET MANAGEMENT EMPLOYEE SIGNATURE:

Signature:

Date:

INDEPENDENT INVESTMENT ADVISOR SIGNATURE:

Signature:

Date:

COMPLIANCE ONLY

Signature: Date:

CONSULTANTS AND TEMPORARY EMPLOYEES REPORTING REQUIREMENTS

Consultants and temporary employees who are employed for less than 30 days, but who have access to UBS Global's trading information are subject to the following sections of the Code:

CONFLICTS OF INTEREST

Regardless of the period of employment, Consultants and temporary employees are subject to the same fiduciary standards as all other Covered Persons. Consequently, they must ensure that they do not put their interests ahead of Advisory Clients' and avoid making personal decisions based on any knowledge/information they acquire as a result of their employment with UBS Global. For further information, please refer to the Introduction to this Code of Ethics and/or contact the Compliance Department.

SECTION 2.1 REPORT COVERED ACCOUNTS TO COMPLIANCE

Consultants and temporary employees are required to disclose the name, account number, and firm at which he/she maintains a brokerage account at the time he/she is hired.

SECTION 3.4 COPY THE COMPLIANCE DEPARTMENT ON TRADE CONFIRMATIONS

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

Consultants and temporary employees are only required to provide duplicate trade confirmations for each transaction executed during the period of employment.

SECTION 4 TRADING RESTRICTIONS

Consultants and temporary employees are required to preclear all trades and all transactions are subject to the holding periods, lockout period requirements and other restrictions outlined in this section.

SECTION 5 REPORTING AND CERTIFICATION REQUIREMENTS

Consultants and temporary employees who wish to trade options are required to submit a list of all personal investments holdings (Initial Holdings Report) at the time they are hired.

TRANSACTION REQUIREMENT MATRIX

The following chart contains many of the common investment instruments, though it is NOT all-inclusive. Please refer to the Code of Ethics for additional information.

                                                          PRECLEARANCE   REPORTING/HOLDING
TRANSACTION                                                 REQUIRED?        REQUIRED?
-----------                                               ------------   -----------------
MUTUAL FUNDS
   Mutual Funds (Open-End) not advised or Subadvised by
      UBS Global                                           No                No
   Mutual Funds (Closed-End)                               Yes               Yes
   Mutual Funds advised or subadvised by UBS Global        No                Yes
   Unit Investment Trusts                                  No                Yes
   Variable & Fixed Annuities                              No                No
EQUITIES
   UBS Stock                                               No                Yes
   Common Stocks                                           Yes               Yes
   ADRs                                                    Yes               Yes
   DRIPS                                                   No                Yes
   Stock Splits                                            No                Yes/N/A

UBS GLOBAL ASSET MANAGEMENT--AMERICAS: CODE OF ETHICS

   Rights                                                  No                Yes
   Stock Dividend                                          No                Yes/N/A
   Warrants (exercised)                                    Yes               Yes
   Preferred Stock                                         Yes               Yes
   IPOs                                                    PROHIBITED        PROHIBITED
   Naked Shorts against a client position                  PROHIBITED        PROHIBITED
OPTIONS (Stock)
   UBS (stock options)                                     No                Yes
   Common Stocks                                           Yes               Yes
   Exchange Traded Funds                                   Yes               Yes
FIXED INCOME
   US Treasury                                             No                No
   CDs                                                     No                No
   Money Market                                            No                No
   GNMA                                                    No                No
   Fannie Maes                                             Yes               Yes
   Freddie Macs                                            Yes               Yes
BONDS
   US Government                                           No                No
   Corporate                                               Yes               Yes
   Convertibles (converted)                                Yes               Yes
   Municipal                                               Yes               Yes
PRIVATE PLACEMENTS                                         Yes               Yes
LIMITED PARTNERSHIPS                                       Yes               Yes
EXCHANGE-TRADED FUNDS
   Broad based ETFs(1)                                     No                Yes
   Industry or Sector Specific ETFs                        Yes               Yes
   All other Exchange Traded Funds                         Yes               Yes

(1) These are ETFs that are broadly diversified and based on a broad index.

(UBS LOGO)Global Asset Management

LIST OF AUTHORIZED BROKERS

1. UBS Financial Services Inc.

2. Fidelity Investments

3. Charles Schwab & Company

4. TD Ameritrade Investor Services, Inc.

EMPLOYEE OUTSIDE AFFILIATION/ OUTSIDE BUSINESS FORM

UBS Global Asset Management-Americas
Code of Ethics

1. Name of company: ___________________________________________________________

2. Nature of business: ________________________________________________________

3. Functions to be performed: _________________________________________________

4. Is the company:

[ ] Privately Held [ ] Publicly Traded

If publicly traded, where is its common stock traded (NYSE, AMEX, NASDAQ)?

5. Will you have any position as a company officer? [ ] Yes [ ] No

6. Position: __________________________________________________________________

Amount of time to be spent: ________________________________________________

7. Has UBS Global AM or any subsidiaries asked you to serve as director?

[ ] Yes [ ] No

(If no, please explain your reasons for wanting to serve as director)

8. Do you provide or have you provided any service to the company which would conflict with your duties at UBS Global AM? [ ] Yes [ ] No

If yes, please describe:

9. Will you receive any director's fees or other form of compensation (direct/indirect)?

[ ] Yes [ ] No

a.) Amount:_________________________________________________

UBS Global Asset Management-Americas
Code of Ethics

    b.) Is this amount standard (same for all directors)? [ ] Yes   [ ] No

    If no, describe how and why it differs:

    ____________________________________________________________________________
    ____________________________________________________________________________
    __________________

10. Do you service any accounts at UBS Global AM for this entity?
[ ] Yes [ ] No

Name                                Account Number

_________________________________   ______________________________

_________________________________   ______________________________

_________________________________   ______________________________

_________________________________   ______________________________

11. Does UBS Global AM or any subsidiaries do any business (e.g., brokerage, advisory, etc.) with the company? [ ] Yes [ ] No

If yes, please answer the following:

a. Who services the account and receives commission? _______________________

b. Will you get any payment or benefit from business generated?
[ ] Yes [ ] No

c. Will you personally direct or influence the placement of business?
[ ] Yes [ ] No

d. Does the Board of Directors play any direct role in deciding on specific investments or where brokerage business is placed? [ ] Yes [ ] No

e. Will you sit on any committee involved with specific investment decisions or the placement of brokerage business? [ ] Yes [ ] No

EMPLOYEE                                COMPLIANCE

Name:                                   Name:
      -------------------------------         ----------------------------------
      (Please Print)                          (Please Print)


                                                                              32

UBS Global Asset Management-Americas
Code of Ethics


Signature:                              Signature:
           --------------------------              -----------------------------
Date:                                   Date:
      -------------------------------         ----------------------------------

(Please complete a trade request for each transaction)

I hereby request permission to:

[ ] BUY [ ] SELL [ ] TRANSFER (check one)

the specified security in the company indicated below for my own account or other account in which I have a beneficial interest (direct or indirect) or legal title:

Account Number: ___________________________ Broker: __________________________

Name of Security: _________________________ Ticker Symbol: ___________________

Number of shares, units or contacts or face amount of bonds: ___________________

I have read the current Code of Ethics and believe that the above transaction complies with its requirements.

To the best of my knowledge,

(i) no Advisory Client has purchased or sold the security listed above during the last five days;

(ii) the security indicated above is not currently being considered for purchase or sale by any Advisory Client; and

(iii) the requested transaction will not result in a misuse of inside information or in any conflict of interested or impropriety with regard to any Advisory Client.

Additionally: (Please check any or all that apply)

[ ] This investment is being purchased or sold in a private placement (if so, please complete the "Private Placement Request Form")

[ ] The proposed purchase of the above listed security, together with my current holding, will result in my having a beneficial interest in more than 5% of the outstanding voting securities of the company. If this item is checked, state the beneficial interest you will have in the company's voting securities after the purchase. __________________

I SHALL DIRECT MY BROKER TO PROVIDE A COPY OF A CONFIRMATION OF THE REQUESTED TRANSACTION TO THE COMPLIANCE DEPARTMENT WITHIN 10 DAYS OF THE TRANSACTION.

UBS Global Asset Management-Americas
Code of Ethics

PERMISSION IS EFFECTIVE ONLY ON THE DAY YOU RECEIVE APPROVAL.

Employee Signature:
Print Name:
Compliance Only

Reviewed by:

[ ] Approved [ ] Denied Date:

COMPLIANCE DEPARTMENT APPROVAL:

[ ] Based upon the Covered Person's responses on this Private Placement Request Form and any other information noted below* or attached hereto, the Compliance Department hereby APPROVES the Covered Person's request to participate because the investment appears to present no conflict of interest with his/her duties to UBS Global AM Advisory Clients.

[ ] Based upon the Covered Person's responses on this Private Placement Request Form and any other information noted below* or attached hereto, the Compliance Department hereby DISAPPROVES the Covered Person's request to purchase the private placement.

* Please provide any additional relevant information with respect to your approval of the request to purchase this private placement:

Compliance Name (please print):

Signature:
Date:

ALLIANCEBERNSTEIN L.P.

CODE OF BUSINESS CONDUCT AND ETHICS

UPDATED OCTOBER 2009

ALLIANCEBERNSTEIN L.P

CODE OF BUSINESS CONDUCT AND ETHICS

1.  INTRODUCTION .........................................................................           1
2.  THE ALLIANCEBERNSTEIN FIDUCIARY CULTURE ..............................................           2
3.  COMPLIANCE WITH LAWS, RULES AND REGULATIONS ..........................................           2
4.  CONFLICTS OF INTEREST / UNLAWFUL ACTIONS .............................................           3
5.  INSIDER TRADING ......................................................................           4
6.  PERSONAL TRADING: SUMMARY OF RESTRICTIONS ............................................           4
7.  OUTSIDE DIRECTORSHIPS AND OTHER OUTSIDE ACTIVITIES AND INTERESTS .....................           6
    (a) Board Member or Trustee ..........................................................           6
    (b) Other Affiliations ...............................................................           7
    (c) Outside Financial or Business Interests ..........................................           8
8.  GIFTS, ENTERTAINMENT AND INDUCEMENTS .................................................           8
9.  DEALINGS WITH GOVERNMENT PERSONNEL/FOREIGN CORRUPT PRACTICES ACT .....................           9
10. POLITICAL CONTRIBUTIONS/ACTIVITIES ...................................................          10
11. "ETHICAL WALL" POLICY ................................................................          11
12. USE OF CLIENT RELATIONSHIPS ..........................................................          12
13. CORPORATE OPPORTUNITIES AND RESOURCES ................................................          12
14. ANTITRUST AND FAIR DEALING ...........................................................          12
15. RECORDKEEPING AND RETENTION ..........................................................          13
16. IMPROPER INFLUENCE ON CONDUCT OF AUDITS ..............................................          13
17. ACCURACY OF DISCLOSURE ...............................................................          14
18. CONFIDENTIALITY ......................................................................          14
19. PROTECTION AND PROPER USE OF ALLIANCEBERNSTEIN ASSETS ................................          15
20. POLICY ON INTELLECTUAL PROPERTY ......................................................          15
    (a) Overview .........................................................................          15
    (b) Employee Responsibilities ........................................................          16
    (c) Company Policies and Practices ...................................................          16
21. COMPLIANCE PRACTICES AND POLICIES OF GROUP SUBSIDIARIES ..............................          16
22. EXCEPTIONS FROM THE CODE .............................................................          17

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23. REGULATORY INQUIRIES, INVESTIGATIONS AND LITIGATION ..................................          18
    (a) Requests for Information .........................................................          18
    (b) Types of Inquiries ...............................................................          18
    (c) Responding to Information Requests ...............................................          18
    (d) Use of Outside Counsel ...........................................................          18
    (e) Regulatory Investigation .........................................................          18
    (f) Litigation .......................................................................          19
24. COMPLIANCE AND REPORTING OF MISCONDUCT / "WHISTLEBLOWER" PROTECTION ..................          19
25. COMPANY OMBUDSMAN ....................................................................          19
26. SANCTIONS ............................................................................          20
27. ANNUAL CERTIFICATIONS ................................................................          20

                                  PERSONAL TRADING POLICIES AND PROCEDURES
                                                 Appendix A

1.  OVERVIEW .............................................................................         A-1
    (a) Introduction .....................................................................         A-1
    (b) Definitions ......................................................................         A-1
2.  REQUIREMENTS AND RESTRICTIONS -- ALL EMPLOYEES .......................................         A-5
    (a) General Standards ................................................................         A-5
    (b) Disclosure of Personal Accounts ..................................................         A-6
    (c) Designated Brokerage Accounts ....................................................         A-6
    (d) Pre-Clearance Requirement ........................................................         A-7
    (e) Limitation on the Number of Trades ...............................................         A-9
    (f) Short-Term Trading ...............................................................         A-9
    (g) Short Sales ......................................................................        A-10
    (h) Trading in AllianceBernstein Units and AB Closed-End Mutual Funds ................        A-11
    (i) Securities Being Considered for Purchase or Sale .................................        A-11
    (j) Restricted List ..................................................................        A-13
    (k) Dissemination of Research Information ............................................        A-13
    (l) Initial Public Offerings .........................................................        A-15
    (m)  Limited Offerings/Private Placements ............................................        A-15

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3.  ADDITIONAL RESTRICTIONS - GROWTH, BLEND AND FIXED INCOME PORTFOLIO MANAGERS ..........        A-15
    (a) Blackout Periods (if exception applies) ..........................................        A-16
    (b) Actions During Blackout Periods ..................................................        A-16
    (c) Transactions Contrary to Client Positions ........................................        A-16
4.  ADDITIONAL RESTRICTIONS - BERNSTEIN VALUE PORTFOLIO MANAGEMENT GROUPS ................        A-16
    (a) Senior Portfolio Managers and Members of the Value Investment Policy Groups ......        A-16
    (b) All Other Members of the Bernstein Value SBU .....................................        A-17
    (c) Discretionary Accounts ...........................................................        A-17
5.  ADDITIONAL RESTRICTIONS - RESEARCH ANALYSTS ..........................................        A-17
    (a) Blackout Periods (if exception applies) ..........................................        A-17
    (b) Actions During Blackout Periods ..................................................        A-18
    (c) Actions Contrary to Ratings ......................................................        A-18
6.  ADDITIONAL RESTRICTIONS - BUY-SIDE EQUITY TRADERS ....................................        A-18
7.  REPORTING REQUIREMENTS ...............................................................        A-18
    (a) Duplicate Confirmations and Account Statements ...................................        A-18
    (b) Initial Holdings Reports by Employees ............................................        A-19
    (c) Quarterly Reports by Employees ...................................................        A-19
    (d) Annual Holdings Reports by Employees .............................................        A-20
    (e) Report and Certification of Adequacy to the Board of Directors of Fund Clients ...        A-20
    (f) Report Representations ...........................................................        A-21
    (g) Maintenance of Reports ...........................................................        A-21
8.  REPORTING REQUIREMENTS FOR DIRECTORS WHO ARE NOT EMPLOYEES ...........................        A-21
    (a) Affiliated Directors .............................................................        A-21
    (b) Outside Directors ................................................................        A-23
    (c) Reporting Exceptions .............................................................        A-23
                                            CODE CERTIFICATION FORM
ANNUAL CERTIFICATION FORM ................................................................   LAST PAGE

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1. INTRODUCTION

This Code of Business Conduct and Ethics (the "Code") summarizes the values, principles and business practices that guide our business conduct. The Code establishes a set of basic principles to guide all AllianceBernstein employees (including AllianceBernstein directors and consultants where applicable) regarding the minimum requirements which we are expected to meet. The Code applies to all of our offices worldwide. It is not, however, intended to provide an exhaustive list of all the detailed internal policies and procedures, regulations and legal requirements that may apply to you as an AllianceBernstein employee and/or a representative of one of our regulated subsidiaries.

All individuals subject to the provisions of this Code must conduct themselves in a manner consistent with the requirements and procedures set forth herein. Adherence to the Code is a fundamental condition of service with us, any of our subsidiaries or joint venture entities, or our general partner (the "AllianceBernstein Group").

AllianceBernstein L.P. ("AllianceBernstein," "we" or "us") is a registered investment adviser and acts as investment manager or adviser to registered investment companies, institutional investment clients, employee benefit trusts, high net worth individuals and other types of investment advisory clients. In this capacity, we serve as fiduciaries. The fiduciary relationship mandates adherence to the highest standards of conduct and integrity.

Personnel acting in a fiduciary capacity must carry out their duties for the EXCLUSIVE BENEFIT of our clients. Consistent with this fiduciary duty, the interests of clients take priority over the personal investment objectives and other personal interests of AllianceBernstein personnel. Accordingly:

- Employees must work to mitigate or eliminate any conflict, or appearance of conflict, between the self-interest of any individual covered under the Code and his or her responsibility to our clients, or to AllianceBernstein and its unitholders.

- Employees must never improperly use their position with AllianceBernstein for personal gain to themselves, their family or any other person.

The Code is intended to comply with Rule 17j-1 under the (U.S.) Investment Company Act of 1940 (the "1940 Act") which applies to us because we serve as an investment adviser to registered investment companies. Rule 17j-1 specifically requires us to adopt a code of ethics that contains provisions reasonably necessary to prevent our "access persons" (as defined herein) from engaging in fraudulent conduct, including insider trading. In addition, the Code is intended to comply with the provisions of the (U.S.) Investment Advisers Act of 1940 (the "Advisers Act"), including Rule 204A-1, which requires registered investment advisers to adopt and enforce codes of ethics applicable to their supervised persons. Finally, the Code is intended to comply with Section 303A.10 of the New York Stock Exchange ("NYSE") Listed Company Manual, which applies to us because the units of AllianceBernstein Holding L.P. ("AllianceBernstein Holding") are traded on the NYSE.

Additionally, certain entities within the AllianceBernstein Group, such as Sanford C. Bernstein & Co., LLC and Sanford C. Bernstein Limited, have adopted supplemental codes of ethics to address specific regulatory requirements applicable to them. All employees are obligated to determine if any of these codes are applicable to them, and abide by such codes as appropriate.

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2. THE ALLIANCEBERNSTEIN FIDUCIARY CULTURE

The primary objective of AllianceBernstein's business is to provide value, through investment advisory and other financial services, to a wide range of clients, including governments, corporations, financial institutions, high net worth individuals and pension funds.

AllianceBernstein requires that all dealings with, and on behalf of existing and prospective clients be handled with honesty, integrity and high ethical standards, and that such dealings adhere to the letter and the spirit of applicable laws, regulations and contractual guidelines. As a general matter, AllianceBernstein is a fiduciary that owes its clients a duty of undivided loyalty, and each employee has a responsibility to act in a manner consistent with this duty.

When dealing with or on behalf of a client, every employee must act solely in the best interests of that client. In addition, various comprehensive statutory and regulatory structures such as the 1940 Act, the Advisers Act and ERISA, the Employee Retirement Income Security Act, all impose specific responsibilities governing the behavior of personnel in carrying out their responsibilities. AllianceBernstein and its employees must comply fully with these rules and regulations. Legal and Compliance Department personnel are available to assist employees in meeting these requirements.

All employees are expected to adhere to the high standards associated with our fiduciary duty, including care and loyalty to clients, competency, diligence and thoroughness, and trust and accountability. Further, all employees must actively work to avoid the possibility that the advice or services we provide to clients is, or gives the appearance of being, based on the self-interests of AllianceBernstein or its employees and not the clients' best interests.

Our fiduciary responsibilities apply to a broad range of investment and related activities, including sales and marketing, portfolio management, securities trading, allocation of investment opportunities, client service, operations support, performance measurement and reporting, new product development as well as your personal investing activities. These obligations include the duty to avoid material conflicts of interest (and, if this is not possible, to provide full and fair disclosure to clients in communications), to keep accurate books and records, and to supervise personnel appropriately. These concepts are further described in the Sections that follow.

3. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

AllianceBernstein has a long-standing commitment to conduct its business in compliance with applicable laws and regulations and in accordance with the highest ethical principles. This commitment helps ensure our reputation for honesty, quality and integrity. All individuals subject to the Code are required to comply with all such laws and regulations. All U.S. employees, as well as non-U.S. employees who act on behalf of U.S. clients or funds, are required to comply with the U.S. federal securities laws. These laws include, but are not limited to, the 1940 Act, the Advisers Act, ERISA, the Securities Act of 1933 ("Securities Act"), the Securities Exchange Act of 1934 ("Exchange Act"), the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to our activities, and any rules adopted thereunder by the Securities and Exchange Commission ("SEC"), Department of the Treasury or the Department of Justice. As mentioned above, as a listed company, we are also subject to specific rules promulgated by the NYSE. Similarly, our non-US

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affiliates are subject to additional laws and regulatory mandates in their respective jurisdictions, which must be fully complied with.

4. CONFLICTS OF INTEREST / UNLAWFUL ACTIONS

A "conflict of interest" exists when a person's private interests may be contrary to the interests of AllianceBernstein's clients or to the interests of AllianceBernstein or its unitholders.

A conflict situation can arise when an AllianceBernstein employee takes actions or has interests (business, financial or otherwise) that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may arise, for example, when an AllianceBernstein employee, or a member of his or her family,(1) receives improper personal benefits (including personal loans, services, or payment for services that the AllianceBernstein employee performs in the course of AllianceBernstein business) as a result of his or her position at AllianceBernstein, or gains personal enrichment or benefits through access to confidential information. Conflicts may also arise when an AllianceBernstein employee, or a member of his or her family, holds a significant financial interest in a company that does an important amount of business with AllianceBernstein or has outside business interests that may result in divided loyalties or compromise independent judgment. Moreover, conflicts may arise when making securities investments for personal accounts or when determining how to allocate trading opportunities. Additional conflicts of interest are highlighted in the AllianceBernstein Policy and Procedures for Giving and Receiving Gifts and Entertainment, a copy of which can be found on the Legal and Compliance Department intranet site.

Conflicts of interest can arise in many common situations, despite one's best efforts to avoid them. This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of the specific procedures will not shield you from liability for personal trading or other conduct that violates your fiduciary duties to our clients. AllianceBernstein employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest. If you have questions about a particular situation or become aware of a conflict or potential conflict, you should bring it to the attention of your supervisor, the General Counsel, the Conflicts Officer, the Chief Compliance Officer or a representative of the Legal and Compliance Department or Human Resources.

In addition to the specific prohibitions contained in the Code, you are, of course, subject to a general requirement not to engage in any act or practice that would defraud our clients. This general prohibition (which also applies specifically in connection with the purchase and sale of a Security held or to be acquired or sold, as this phrase is defined in the Appendix) includes:

- Making any untrue statement of a material fact or employing any device, scheme or artifice to defraud a client;

(1) For purposes of this section of the Code, unless otherwise specifically provided, (i) "family" means your spouse/domestic partner, parents, children, siblings, in-laws by marriage (i.e., mother, father, son and/or daughter-in-law) and anyone who shares your home; and (ii) "relative" means your immediate family members and your first cousins.

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- Omitting to state (or failing to provide any information necessary to properly clarify any statements made, in light of the circumstances) a material fact, thereby creating a materially misleading impression;

- Making investment decisions, changes in research ratings and trading decisions other than exclusively for the benefit of, and in the best interest of, our clients;

- Using information about investment or trading decisions or changes in research ratings (whether considered, proposed or made) to benefit or avoid economic injury to you or anyone other than our clients;

- Taking, delaying or omitting to take any action with respect to any research recommendation, report or rating or any investment or trading decision for a client in order to avoid economic injury to you or anyone other than our clients;

- Purchasing or selling a security on the basis of knowledge of a possible trade by or for a client with the intent of personally profiting from personal holdings in the same or related securities ("front-running" or "scalping");

- Revealing to any other person (except in the normal course of your duties on behalf of a client) any information regarding securities transactions by any client or the consideration by any client of any such securities transactions; or

- Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a client or engaging in any manipulative practice with respect to any client.

5. INSIDER TRADING

There are instances where AllianceBernstein employees may have confidential "inside" information about AllianceBernstein or its affiliates, or about a company with which we do business, or about a company in which we may invest on behalf of clients that is not known to the investing public. AllianceBernstein employees must maintain the confidentiality of such information. If a reasonable investor would consider this information important in reaching an investment decision, the AllianceBernstein employee with this information must not buy or sell securities of any of the companies in question or give this information to another person who trades in such securities. This rule is very important, and AllianceBernstein has adopted the following three specific policies that address it: Policy and Procedures Concerning Purchases and Sales of AllianceBernstein Units, Policy and Procedures Concerning Purchases and Sales of AllianceBernstein Closed-End Mutual Funds, and Policy and Procedures Regarding Insider Trading and Control of Material Nonpublic Information (collectively, the "AllianceBernstein Insider Trading Policies"). A copy of the AllianceBernstein Insider Trading Policies may be found on the Legal and Compliance Department intranet site. All AllianceBernstein employees are required to be familiar with these policies(2) and to abide by them.

6. PERSONAL TRADING: SUMMARY OF RESTRICTIONS

AllianceBernstein recognizes the importance to its employees of being able to manage and develop their own and their dependents' financial resources through long-term investments and strategies.

(2) The subject of insider trading will be covered in various Compliance training programs and materials.

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However, because of the potential conflicts of interest inherent in our business, our industry and AllianceBernstein have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duties as a fiduciary for our clients. As a general matter, AllianceBernstein discourages personal investments by employees in individual securities and encourages personal investments in managed collective vehicles, such as mutual funds.

AllianceBernstein senior management believes it is important for employees to align their own personal interests with the interests of our clients.
CONSEQUENTLY, EMPLOYEES ARE ENCOURAGED TO INVEST IN THE MUTUAL FUND PRODUCTS AND SERVICES OFFERED BY ALLIANCEBERNSTEIN, WHERE AVAILABLE AND APPROPRIATE.

The policies and procedures for personal trading are set forth in full detail in the AllianceBernstein Personal Trading Policies and Procedures, included in the Code as Appendix A. The following is a summary of the major requirements and restrictions that apply to personal trading by employees, their immediate family members and other financial dependents:

- Employees must disclose all of their securities accounts to the Legal and Compliance Department;

- Employees may maintain securities accounts only at specified designated broker-dealers;

- Employees must pre-clear all securities trades with the Legal and Compliance Department (via the StarCompliance Code of Ethics application) prior to placing trades with their broker-dealer (prior supervisory approval is required for portfolio managers, research analysts, traders, persons with access to AllianceBernstein research, and others designated by the Legal and Compliance Department);

- Employees may only make five trades in individual securities during any rolling thirty calendar-day period;

- Employee purchases of individual securities, ETFs, ETNs, and closed-end mutual funds (as well as AllianceBernstein managed open-end funds) are subject to a 90-day holding period (6 months for AllianceBernstein Japan Ltd.);

- Employees may not engage in short-term trading of a mutual fund in violation of that fund's short-term trading policies;

- Employees may not participate in initial public offerings;

- Employees must get written approval, and make certain representations, in order to participate in limited or private offerings;

- Employees must submit initial and annual holding reports, disclosing all securities and holdings in mutual funds managed by AllianceBernstein held in personal accounts;

- Employees must, on a quarterly basis, submit or confirm reports identifying all transactions in securities (and mutual funds managed by AllianceBernstein) in personal accounts;

- The Legal and Compliance Department has the authority to deny:

a. Any personal trade by an employee if the security is being considered for purchase or sale in a client account, there are open orders for the security on a trading desk, or the security appears on any AllianceBernstein restricted list;

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b. Any short sale by an employee for a personal account if the security is being held long in AllianceBernstein - managed portfolios; and

c. Any personal trade by a portfolio manager or research analyst in a security that is subject to a blackout period as a result of client portfolio trading or recommendations to clients.

- Separate requirements and restrictions apply to Directors who are not employees of AllianceBernstein, as explained in further detail in the AllianceBernstein Personal Trading Policies and Procedures, Appendix A of this document.

This summary should not be considered a substitute for reading, understanding and complying with the detailed restrictions and requirements that appear in the AllianceBernstein Personal Trading Policies and Procedures, included as Appendix A to the Code.

7. OUTSIDE DIRECTORSHIPS AND OTHER OUTSIDE ACTIVITIES AND INTERESTS

Although activities outside of AllianceBernstein are not necessarily a conflict of interest, a conflict may exist depending upon your position within AllianceBernstein and AllianceBernstein's relationship with the particular activity in question. Outside activities may also create a potential conflict of interest if they cause an AllianceBernstein employee to choose between that interest and the interests of AllianceBernstein or any client of AllianceBernstein. AllianceBernstein recognizes that the guidelines in this Section are not applicable to directors of AllianceBernstein who do not also serve in management positions within AllianceBernstein ("Outside Directors").

IMPORTANT NOTE FOR RESEARCH ANALYSTS: Notwithstanding the standards and prohibitions that follow in this section, any Employee who acts in the capacity of a research analyst is prohibited from serving on any board of directors or trustees or in any other capacity with respect to any company, public or private, whose business is directly or indirectly related to the industry covered by that research analyst.

(A) BOARD MEMBER OR TRUSTEE

i. No AllianceBernstein employee shall serve on any board of directors or trustees or in any other management capacity of any unaffiliated public company.

ii. No AllianceBernstein employee shall serve on any board of directors or trustees or in any other management capacity of any private company without prior written approval (other than not-for-profit organizations) from the employee's supervisor.(3) After obtaining supervisory approval, the employee must obtain written authorization from

(3) No approval is required to serve as a trustee/board member of not-for-profit organizations such as religious organizations, foundations, educational institutions, co-ops, private clubs etc., provided that the organization has not issued, and does not have future plans to issue, publicly held securities, including debt obligations. Indeed, AllianceBernstein recognizes that its employees often engage in community service in their local communities and engage in a variety of charitable activities, and it commends such service. However, it is the duty of every AllianceBernstein employee to ensure that all outside activities, even charitable or pro bono activities, do not constitute a conflict of interest or are not otherwise inconsistent with employment by AllianceBernstein. Accordingly, although no approval is required, each employee must use his/her best efforts to ensure that the organization does not use the employee's affiliation with AllianceBernstein, including his/her corporate title, in any promotional (other than a "bio" section) or fundraising activities, or to advance a specific mission or agenda of the entity. Such positions also must be reported to the firm pursuant to other periodic requests for information (e.g., the AllianceBernstein 10-K questionnaire).

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AllianceBernstein's Chief Compliance Officer who will provide final approval. This approval is also subject to review by, and may require the approval of, AllianceBernstein's Chief Executive Officer. The decision as to whether to grant such authorization will be based on a determination that such service would not be inconsistent with the interests of any client, as well as an analysis of the time commitment and potential personal liabilities and responsibilities associated with the outside affiliation.(4) ANY ALLIANCEBERNSTEIN EMPLOYEE WHO SERVES AS A DIRECTOR, TRUSTEE OR IN ANY OTHER MANAGEMENT CAPACITY OF ANY PRIVATE COMPANY MUST RESIGN THAT POSITION PRIOR TO THE COMPANY BECOMING A PUBLICLY TRADED COMPANY.

iii. This approval requirement applies regardless of whether an AllianceBernstein employee plans to serve as a director of an outside business organization (1) in a personal capacity or (2) as a representative of AllianceBernstein or of an entity within the AllianceBernstein Group holding a corporate board seat on the outside organization (e.g., where AllianceBernstein or its clients may have a significant but non-controlling equity interest in the outside company).

iv. New employees with pre-existing relationships are required to resign from the boards of public companies and seek and obtain the required approvals to continue to serve on the boards of private companies.

(B) OTHER AFFILIATIONS

AllianceBernstein discourages employees from committing to secondary employment, particularly if it poses any conflict in meeting the employee's ability to satisfactorily meet all job requirements and business needs. Before an AllianceBernstein employee accepts a second job, that employee must:

- Immediately inform his or her Department Head and Human Resources in writing of the secondary employment;

- Ensure that AllianceBernstein's business takes priority over the secondary employment;

- Ensure that no conflict of interest exists between AllianceBernstein's business and the secondary employment (see also, footnote 4); and

- Require no special accommodation for late arrivals, early departures, or other special requests associated with the secondary employment.

For employees associated with any of AllianceBernstein's registered broker-dealer subsidiaries, written approval of the Chief Compliance Officer for the subsidiary is also required.(5) New employees with pre-existing relationships are required to ensure that their affiliations conform to these restrictions, and must obtain the requisite approvals.

(4) Such authorization requires an agreement on the part of the employee to not hold him or herself out as acting on behalf of AllianceBernstein (or any affiliate) and to use best efforts to ensure that AllianceBernstein's name (or that of any AllianceBernstein affiliated company) is not used in connection with the proposed affiliation (other than in a "bio" section), and in particular, activities relating to fundraising or to the advancement of a specific entity mission or agenda.

(5) In the case of AllianceBernstein subsidiaries that are holding companies for consolidated subgroups, unless otherwise specified by the holding company's Chief Executive Officer, this approval may be granted by the Chief Executive Officer or Chief Financial Officer of each subsidiary or business unit with such a consolidated subgroup.

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AllianceBernstein employees should be cautious with respect to personal investments that may lead to conflicts of interest or raise the appearance of a conflict. Conflicts of interest in this context may arise in cases where an AllianceBernstein employee, a member of his or her family, or a close personal acquaintance, holds a substantial interest in a company that has significant dealings with AllianceBernstein or any of its subsidiaries either on a recurring or "one-off" basis. For example, holding a substantial interest in a family-controlled or other privately-held company that does business with, or competes against, AllianceBernstein or any of its subsidiaries may give rise to a conflict of interest or the appearance of a conflict. In contrast, holding shares in a widely-held public company that does business with AllianceBernstein from time to time may not raise the same types of concerns. Prior to making any such personal investments, AllianceBernstein employees must pre-clear the transaction, in accordance with the Personal Trading Policies and Procedures, attached as Appendix A of this Code, and should consult as appropriate with their supervisor, the Conflicts Officer, General Counsel, Chief Compliance Officer or other representative of the Legal and Compliance Department.

AllianceBernstein employees should also be cautious with respect to outside business interests that may create divided loyalties, divert substantial amounts of their time and/or compromise their independent judgment. If a conflict of interest situation arises, you should report it to your supervisor, the Conflicts Officer, General Counsel, Chief Compliance Officer and/or other representative of AllianceBernstein's Human Resources or Legal and Compliance Department. Business transactions that benefit relatives or close personal friends, such as awarding a service contract to them or a company in which they have a controlling or other significant interest, may also create a conflict of interest or the appearance of a conflict. AllianceBernstein employees must consult their supervisor and/or the Conflicts Officer, General Counsel, Chief Compliance Officer or other representative of AllianceBernstein's Human Resources or Legal and Compliance Department before entering into any such transaction. New employees that have outside financial or business interests (as described herein) should report them as required and bring them to the attention of their supervisor immediately.

8. GIFTS, ENTERTAINMENT AND INDUCEMENTS

Business gifts and entertainment are designed to build goodwill and sound working relationships among business partners. However, under certain circumstances, gifts, entertainment, favors, benefits, and/or job offers may be attempts to "purchase" favorable treatment. Accepting or offering such inducements could raise doubts about an AllianceBernstein employee's ability to make independent business judgments in our clients' or AllianceBernstein's best interests. For example, a problem would arise if
(i) the receipt by an AllianceBernstein employee of a gift, entertainment or other inducement would compromise, or could be reasonably viewed as compromising, that individual's ability to make objective and fair business decisions on behalf of AllianceBernstein or its clients, or (ii) the offering by an AllianceBernstein employee of a gift, entertainment or other inducement appears to be an attempt to obtain business through improper means or to gain any special advantage in our business relationships through improper means.

These situations can arise in many different circumstances (including with current or prospective suppliers and clients) and AllianceBernstein employees should keep in mind that certain types of inducements may constitute illegal bribes, pay-offs or kickbacks. In particular, the rules of various

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securities regulators place specific constraints on the activities of persons involved in the sales and marketing of securities. AllianceBernstein has adopted the Policy and Procedures for Giving and Receiving Gifts and Entertainment to address these and other matters. AllianceBernstein Employees must familiarize themselves with this policy and comply with its requirements, which include reporting the acceptance of most business meals, gifts and entertainment to the Compliance Department. A copy of this policy can be found on the Legal and Compliance Department intranet site, and will be supplied by the Compliance Department upon request.

Each AllianceBernstein employee must use good judgment to ensure there is no violation of these principles. If you have any question or uncertainty about whether any gifts, entertainment or other type of inducements are appropriate, please contact your supervisor or a representative of AllianceBernstein's Legal and Compliance Department and/or the Conflicts Officer, as appropriate. If you feel uncomfortable utilizing the normal channels, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may implicate issues of ethics or questionable practices. Please see Section 25 for additional information on the Company Ombudsman.

9. DEALINGS WITH GOVERNMENT PERSONNEL/FOREIGN CORRUPT PRACTICES ACT

AllianceBernstein employees should be aware that practices that may be acceptable in the commercial business environment (such as providing certain transportation, business meals, entertainment and other things of nominal value), may be entirely unacceptable and even illegal when they relate to government employees or others who act on a government's behalf. Therefore, you must be aware of and adhere to the relevant laws and regulations governing relations between government employees and customers and suppliers in every country where you conduct business.

No AllianceBernstein employee may give money or gifts to any official or any employee of a governmental entity if doing so could reasonably be construed as having any inappropriate connection with AllianceBernstein's business relationship. Such actions are prohibited by law in many jurisdictions. It is the responsibility of all AllianceBernstein employees to adhere to the laws and regulations applicable in the jurisdictions where they do business.

We expect all AllianceBernstein employees to refuse to make questionable payments. Any proposed payment or gift to a government official must be reviewed in advance by a representative of the Legal and Compliance Department, even if such payment is common in the country of payment (see discussion on Foreign Corrupt Practices Act below). AllianceBernstein employees should be aware that they do not actually have to make the payment to violate AllianceBernstein's policy and the law -- merely offering, promising or authorizing it will be considered a violation of this Code.

In order to ensure that AllianceBernstein fully complies with the requirements of the U.S. Foreign Corrupt Practices Act (the "FCPA") and applicable international laws regulating payments to non-U.S. public officials, candidates and political parties, employees must be familiar with the firm's Anti-Corruption Policy. Briefly, the FCPA makes it illegal (with civil and criminal penalties) for AllianceBernstein and/or its employees and agents, to pay bribes to non-U.S. officials for the purpose of obtaining or keeping business (which can include securing government licenses and permits) or securing an improper business advantage. Accordingly, the use of AllianceBernstein

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funds or assets (or those of any third party) paid directly or through another person or company for any illegal, improper or corrupt purpose is strictly prohibited.

General Rule: UNDER NO CIRCUMSTANCES SHALL ANY ALLIANCEBERNSTEIN PERSONS OFFER, PROMISE OR AUTHORIZE ANY PAYMENT OR BENEFIT TO A NON-U.S. OFFICIAL OR TO ANY PERSON FOR THE PURPOSE OF INDUCING THE OFFICIAL TO ACT OR REFRAIN FROM ACTING IN RELATION TO THE PERFORMANCE OF HIS OR HER OFFICIAL DUTIES, PARTICULARLY IF ACTION OR INACTION BY THE OFFICIAL MAY RESULT IN ALLIANCEBERNSTEIN OBTAINING OR RETAINING BUSINESS OR SECURING AN IMPROPER BUSINESS ADVANTAGE.

It is often difficult to determine at what point a business courtesy extended to another person crosses the line into becoming excessive, and what ultimately could be considered a bribe. Therefore, no entertainment or gifts may be offered, or travel or hotel expenses paid, to any non-U.S. official under any circumstances, without the express prior written approval (e-mail correspondence is acceptable) of the General Counsel, Chief Compliance Officer, or their designees in the Legal and Compliance Department.

10. POLITICAL CONTRIBUTIONS/ACTIVITIES

(A) BY OR ON BEHALF OF ALLIANCEBERNSTEIN

Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. Many local laws also prohibit corporate contributions to local political campaigns. In accordance with these laws, AllianceBernstein does not make direct contributions to any candidates for national or local offices where applicable laws make such contributions illegal. In these cases, contributions to political campaigns must not be, nor appear to be, made with or reimbursed by AllianceBernstein assets or resources. AllianceBernstein assets and resources include (but are not limited to) AllianceBernstein facilities, personnel, office supplies, letterhead, telephones, electronic communication systems and fax machines. This means that AllianceBernstein office facilities may not be used to host receptions or other events for political candidates or parties which include any fund raising activities or solicitations. In limited circumstances, AllianceBernstein office facilities may be used to host events for public office holders as a public service, but only where steps have been taken (such as not providing to the office holder a list of attendees) to avoid the facilitation of fund raising solicitations either during or after the event, and where the event has been pre-approved in writing by the General Counsel or Deputy General Counsel.

Please see the Policy and Procedures for Giving and Receiving Gifts and Entertainment, which can be found on the Legal and Compliance Department intranet site, for a discussion relating to political contributions suggested by clients.

Election laws in many jurisdictions allow corporations to establish and maintain political action or similar committees, which may lawfully make campaign contributions. AllianceBernstein or companies affiliated with AllianceBernstein may establish such committees or other mechanisms through which AllianceBernstein employees may make political contributions, if permitted under the laws of the jurisdictions in which they operate. Any questions about this policy should be directed to the General Counsel or Chief Compliance Officer.

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(B) BY EMPLOYEES

AllianceBernstein employees who hold or seek to hold political office must do so on their own time, whether through vacation, after work hours or on weekends. Additionally, the employee must notify the General Counsel or Chief Compliance Officer prior to running for political office to ensure that there are no conflicts of interest with AllianceBernstein business.

AllianceBernstein employees may make PERSONAL POLITICAL CONTRIBUTIONS as they see fit in accordance with all applicable laws and the guidelines in the Policy and Procedures for Giving and Receiving Gifts and Entertainment, as well as the PRE-CLEARANCE REQUIREMENT as described below. Certain employees involved with the offering or distribution of municipal fund securities (e.g., a "529 Plan") or acting as a director for certain subsidiaries, must also adhere to the restrictions and reporting requirements of the Municipal Securities Rulemaking Board.

Several (U.S.) states and localities have enacted "pay-to-play" laws. Some of these laws could prohibit AllianceBernstein from entering into a government contract for a certain number of years if a covered employee makes or solicits a covered contribution. Other jurisdictions require AllianceBernstein to report contributions made by certain employees, without the accompanying ban on business. In certain jurisdictions, the laws also cover the activities of the spouse and dependent children of the covered person. IN RESPONSE TO THESE LAWS, ALLIANCEBERNSTEIN HAS IN PLACE A PRE-CLEARANCE REQUIREMENT, UNDER WHICH ALL EMPLOYEES MUST PRE-CLEAR WITH THE COMPLIANCE DEPARTMENT, ALL PERSONAL POLITICAL CONTRIBUTIONS (INCLUDING THOSE OF THEIR SPOUSES AND DEPENDENT CHILDREN) MADE TO, OR SOLICITED ON BEHALF OF, ANY (U.S.) STATE OR LOCAL CANDIDATE OR POLITICAL PARTY.(6)

11. "ETHICAL WALL" POLICY

AllianceBernstein has established a policy entitled Insider Trading and Control of Material Non-Public Information ("Ethical Wall Policy"), a copy of which can be found on the Legal and Compliance Department intranet site. This policy was established to prevent the flow of material non-public information about a listed company or its securities from AllianceBernstein employees who receive such information in the course of their employment to those AllianceBernstein employees performing investment management activities. If "Ethical Walls" are in place, AllianceBernstein's investment management activities may continue despite the knowledge of material non-public information by other AllianceBernstein employees involved in different parts of AllianceBernstein's business. "Investment management activities" involve making, participating in, or obtaining information regarding purchases or sales of securities of public companies or making, or obtaining information about, recommendations with respect to purchases or sales of such securities. Given AllianceBernstein's extensive investment management activities, it is very important for AllianceBernstein employees to familiarize themselves with AllianceBernstein's Ethical Wall Policy and abide by it.

(6) Please note that the requirement does not apply to contributions to federal candidates -- unless the federal candidate is a state or local official at the time (e.g., a state controller who is running for Congress).

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12. USE OF CLIENT RELATIONSHIPS

As discussed previously, AllianceBernstein owes fiduciary duties to each of our clients. These require that our actions with respect to client assets or vendor relationships be based solely on the clients' best interests and avoid any appearance of being based on our own self-interest. Therefore, we must avoid using client assets or relationships to inappropriately benefit AllianceBernstein.

Briefly, AllianceBernstein regularly acquires services directly for itself, and indirectly on behalf of its clients (e.g., brokerage, investment research, custody, administration, auditing, accounting, printing and legal services). Using the existence of these relationships to obtain discounts or favorable pricing on items purchased directly for AllianceBernstein or for clients other than those paying for the services may create conflicts of interest. Accordingly, business relationships maintained on behalf of our clients may not be used to leverage pricing for AllianceBernstein when acting for its own account unless all pricing discounts and arrangements are shared ratably with those clients whose existing relationships were used to negotiate the arrangement and the arrangement is otherwise appropriate under relevant legal/regulatory guidelines. For example, when negotiating printing services for the production of AllianceBernstein's Form 10-K and annual report, we may not ask the proposed vendor to consider the volume of printing business that they may get from AllianceBernstein on behalf of the investment funds we manage when proposing a price. On the other hand, vendor/service provider relationships with AllianceBernstein may be used to leverage pricing on behalf of AllianceBernstein's clients.

In summary, while efforts made to leverage our buying power are good business, efforts to obtain a benefit for AllianceBernstein as a result of vendor relationships that we structure or maintain on behalf of clients may create conflicts of interest, which should be escalated and addressed.

13. CORPORATE OPPORTUNITIES AND RESOURCES

AllianceBernstein employees owe a duty to AllianceBernstein to advance the firm's legitimate interests when the opportunity to do so arises and to use corporate resources exclusively for that purpose. Corporate opportunities and resources must not be taken or used for personal gain. AllianceBernstein Employees are prohibited from:

- Taking for themselves personally opportunities that are discovered through the use of company property, information or their position;

- Using company property, information, resources or their company position for personal gain; and

- Competing with AllianceBernstein directly or indirectly.

Please also refer to the Policy and Procedures for Giving and Receiving Gifts and Entertainment, and its Appendix B, the Code of Conduct Regarding the Purchase of Products and Services on Behalf of AllianceBernstein and its Clients, which can be found on the Legal and Compliance Department intranet site.

14. ANTITRUST AND FAIR DEALING

AllianceBernstein believes that the welfare of consumers is best served by economic competition. Our policy is to compete vigorously, aggressively and successfully in today's increasingly

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competitive business climate and to do so at all times in compliance with all applicable antitrust, competition and fair dealing laws in all the markets in which we operate. We seek to excel while operating honestly and ethically, never through taking unfair advantage of others. Each AllianceBernstein employee should endeavor to deal fairly with AllianceBernstein's customers, suppliers, competitors and other AllianceBernstein employees. No one should take unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices.

The antitrust laws of many jurisdictions are designed to preserve a competitive economy and promote fair and vigorous competition. We are all required to comply with these laws and regulations. AllianceBernstein employees involved in marketing, sales and purchasing, contracts or in discussions with competitors have a particular responsibility to ensure that they understand our standards and are familiar with applicable competition laws. Because these laws are complex and can vary from one jurisdiction to another, AllianceBernstein employees are urged to seek advice from the General Counsel, Chief Compliance Officer or Corporate Secretary if questions arise. Please also refer to the Policy and Procedures for Giving and Receiving Gifts and Entertainment, which can be found on the Legal and Compliance Department intranet site, for a discussion relating to some of these issues.

15. RECORDKEEPING AND RETENTION

Properly maintaining and retaining company records is of the utmost importance. AllianceBernstein employees are responsible for ensuring that AllianceBernstein's business records are properly maintained and retained in accordance with applicable laws and regulations in the jurisdictions where it operates. AllianceBernstein Employees should familiarize themselves with these laws and regulations. Please see the Record Retention Policy on the Legal and Compliance intranet site for more information.

16. IMPROPER INFLUENCE ON CONDUCT OF AUDITS

AllianceBernstein employees, and persons acting under their direction, are prohibited from taking any action to coerce, manipulate, mislead, hinder, obstruct or fraudulently influence any external auditor, internal auditor or regulator engaged in the performance of an audit or review of AllianceBernstein's financial statements and/or procedures.
AllianceBernstein employees are required to cooperate fully with any such audit or review.

The following is a non-exhaustive list of actions that might constitute improper influence:

- Offering or paying bribes or other financial incentives to an auditor, including offering future employment or contracts for audit or non-audit services;

- Knowingly providing an internal or external auditor or regulator with inaccurate or misleading data or information;

- Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the company's accounting;

- Seeking to have a partner or other team member removed from the audit engagement because such person objects to the company's accounting;

- Knowingly altering, tampering or destroying company documents;

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- Knowingly withholding pertinent information; or

- Knowingly providing incomplete information.

Under Sarbanes Oxley Law any false statement -- that is, any lie or attempt to deceive an investigator -- may result in criminal prosecution.

17. ACCURACY OF DISCLOSURE

Securities and other laws impose public disclosure requirements on AllianceBernstein and require it to regularly file reports, financial information and make other submissions to various regulators and stock market authorities around the globe. Such reports and submissions must comply with all applicable legal requirements and may not contain misstatements or omit material facts.

AllianceBernstein employees who are directly or indirectly involved in preparing such reports and submissions, or who regularly communicate with the press, investors and analysts concerning AllianceBernstein, must ensure within the scope of the employee's job activities that such reports, submissions and communications are (i) full, fair, timely, accurate and understandable, and (ii) meet applicable legal requirements. This applies to all public disclosures, oral statements, visual presentations, press conferences and media calls concerning AllianceBernstein, its financial performance and similar matters. In addition, members of AllianceBernstein's Board, executive officers and AllianceBernstein employees who regularly communicate with analysts or actual or potential investors in AllianceBernstein securities are subject to the AllianceBernstein Regulation FD Compliance Policy. A copy of the policy can be found on the Legal and Compliance Department intranet site.

18. CONFIDENTIALITY

AllianceBernstein employees must maintain the confidentiality of sensitive non-public and other confidential information entrusted to them by AllianceBernstein or its clients and vendors and must not disclose such information to any persons except when disclosure is authorized by AllianceBernstein or mandated by regulation or law. However, disclosure may be made to (1) other AllianceBernstein employees who have a bona-fide "need to know" in connection with their duties, (2) persons outside AllianceBernstein (such as attorneys, accountants or other advisers) who need to know in connection with a specific mandate or engagement from AllianceBernstein or who otherwise have a valid business or legal reason for receiving it and have executed appropriate confidentiality agreements, or (3) regulators pursuant to an appropriate written request (see Section 23).

Confidential information includes all non-public information that might be of use to competitors, or harmful to AllianceBernstein or our clients and vendors, if disclosed. The identity of certain clients may be confidential, as well. Intellectual property (such as confidential product information, trade secrets, patents, trademarks, and copyrights), business, marketing and service plans, databases, records, salary information, unpublished financial data and reports as well as information that joint venture partners, suppliers or customers have entrusted to us are also viewed as confidential information. Please note that the obligation to preserve confidential information continues even after employment with AllianceBernstein ends.

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To safeguard confidential information, AllianceBernstein employees should observe at least the following procedures:

- Special confidentiality arrangements may be required for certain parties, including outside business associates and governmental agencies and trade associations, seeking access to confidential information;

- Papers relating to non-public matters should be appropriately safeguarded;

- Appropriate controls for the reception and oversight of visitors to sensitive areas should be implemented and maintained;

- Document control procedures, such as numbering counterparts and recording their distribution, should be used where appropriate;

- If an AllianceBernstein employee is out of the office in connection with a material non-public transaction, staff members should use caution in disclosing the AllianceBernstein employee's location;

- Sensitive business conversations, whether in person or on the telephone, should be avoided in public places and care should be taken when using portable computers and similar devices in public places; and

- E-mail messages and attachments containing material non-public information should be treated with similar discretion (including encryption, if appropriate) and recipients should be made aware of the need to exercise similar discretion.

19. PROTECTION AND PROPER USE OF ALLIANCEBERNSTEIN ASSETS

AllianceBernstein employees have a responsibility for safeguarding and making proper and efficient use of AllianceBernstein's property. Every AllianceBernstein employee also has an obligation to protect AllianceBernstein's property from loss, fraud, damage, misuse, theft, embezzlement or destruction. Acts of fraud, theft, loss, misuse, carelessness and waste of assets may have a direct impact on AllianceBernstein's profitability. Any situations or incidents that could lead to the theft, loss, fraudulent or other misuse or waste of AllianceBernstein property should be reported to your supervisor or a representative of AllianceBernstein's Human Resources or Legal and Compliance Department as soon as they come to an employee's attention. Should an employee feel uncomfortable utilizing the normal channels, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may implicate issues of ethics or questionable practices. Please see Section 25 for additional information on the Company Ombudsman.

20. POLICY ON INTELLECTUAL PROPERTY

(A) OVERVIEW

Ideas, inventions, discoveries and other forms of so-called "intellectual property" are becoming increasingly important to all businesses, including ours. Recently, financial services companies have been applying for and obtaining patents on their financial product offerings and "business methods" for both offensive and defensive purposes. For example, business method patents have

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been obtained for information processing systems, data gathering and processing systems, billing and collection systems, tax strategies, asset allocation strategies and various other financial systems and strategies. The primary goals of the AllianceBernstein policy on intellectual property are to preserve our ability to use our own proprietary business methods, protect our IP investments and reduce potential risks and liabilities.

(B) EMPLOYEE RESPONSIBILITIES

- New Products and Methods. Employees must maintain detailed records and all work papers related to the development of new products and methods in a safe and secure location.

- Trademarks. Clearance must be obtained from the Legal and Compliance Department before any new word, phrase or slogan, which we consider proprietary and in need of trademark protection, is adopted or used in any written materials. To obtain clearance, the proposed word, phrase or slogan and a brief description of the products or services for which it is intended to be used should be communicated to the Legal and Compliance Department sufficiently well in advance of any actual use in order to permit any necessary clearance investigation.

- Ownership. Employees acknowledge that any discoveries, inventions, or improvements (collectively, "Inventions") made or conceived by them in connection with, and during the course of, their employment belong, and automatically are assigned, to AllianceBernstein. AllianceBernstein can keep any such Inventions as trade secrets or include them in patent applications, and Employees will assist AllianceBernstein in doing so. Employees agree to take any action requested by AllianceBernstein, including the execution of appropriate agreements and forms of assignment, to evidence the ownership by AllianceBernstein of any such Invention.

- Use of Third Party Materials. In performing one's work for, or on behalf of AllianceBernstein, Employees will not knowingly disclose or otherwise make available, or incorporate anything that is proprietary to a third party without obtaining appropriate permission.

- Potential Infringements. Any concern regarding copyright, trademark, or patent infringement should be immediately communicated to the Legal and Compliance Department. Questions of infringement by AllianceBernstein will be investigated and resolved as promptly as possible.

By certifying in accordance with Section 27 of this Code, the individual subject to this Code agrees to comply with AllianceBernstein's policies and practices related to intellectual property as described in this Section 20.

21. COMPLIANCE PRACTICES AND POLICIES OF GROUP SUBSIDIARIES

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AllianceBernstein is considered for most purposes to be a subsidiary of AXA, a French holding company doing business in more than more than 50 countries around the world, each of which has its own unique business, legal and regulatory environment. Various AXA Group companies, such as AllianceBernstein, have adopted their own compliance policies adapted to their specific businesses and to the specific legal, regulatory and ethical environments in the country or countries where they do business, which the AXA Group encourages for all its companies as a matter of "best practices." The AXA Group has adopted a Compliance Guide, and AXA Financial has put forth a Policy Statement on Ethics, both of which are included on the Legal and Compliance Department intranet site. AllianceBernstein employees are subject to these AXA policy statements and should therefore be familiar with their requirements.

Importantly, all AXA Group employees are able to submit anonymously, any concerns they may have regarding accounting, internal control or auditing matters, including fraud, directly to the Chairman of AXA's Audit Committee. The Chairman of AXA's Audit Committee has a dedicated fax (+331 4500 3016) to receive these concerns from Group employees. See also Sections 24 and 25 for AllianceBernstein's "whistleblower" protection and related reporting mechanisms.

22. EXCEPTIONS FROM THE CODE

In addition to the exceptions contained within the specific provisions of the Code, the General Counsel, Chief Compliance Officer (or his or her designee) may, in very limited circumstances, grant other exceptions under any Section of this Code on a case-by-case basis, under the following procedures:

(A) WRITTEN STATEMENT AND SUPPORTING DOCUMENTATION

The individual seeking the exception furnishes to the Chief Compliance Officer, as applicable:

(1) A written statement detailing the efforts made to comply with the requirement from which the individual seeks an exception;

(2) A written statement containing a representation and warranty that
(i) compliance with the requirement would impose a severe undue hardship on the individual and (ii) the exception would not, in any manner or degree, harm or defraud a client, violate the general principles herein or compromise the individual's or AllianceBernstein's fiduciary duty to any client; and/or

(3) Any supporting documentation that the Chief Compliance Officer may require.

(B) COMPLIANCE INTERVIEW

The Chief Compliance Officer (or designee) will conduct an interview with the individual or take such other steps deemed appropriate in order to determine that granting the exception will not, in any manner or degree, harm or defraud a client, violate the general principles herein or compromise the individual's or AllianceBernstein's fiduciary duty to any client; and will maintain all written statements and supporting documentation, as well as documentation of the basis for granting the exception.

PLEASE NOTE: To the extent required by law or NYSE rule, any waiver or amendment of this Code for AllianceBernstein's executive officers (including AllianceBernstein's Chief Executive

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Officer, Chief Financial Officer, and Principal Accounting Officer) or directors shall be made at the discretion of the Board of AllianceBernstein Corporation and promptly disclosed to the unitholders of AllianceBernstein Holding pursuant to Section 303A.10 of the NYSE Exchange Listed Company Manual.

23. REGULATORY INQUIRIES, INVESTIGATIONS AND LITIGATION

(A) REQUESTS FOR INFORMATION

Governmental agencies and regulatory organizations may from time to time conduct surveys or make inquiries that request information about AllianceBernstein, its customers or others that generally would be considered confidential or proprietary.

All regulatory inquiries concerning AllianceBernstein are to be handled by the Chief Compliance Officer or General Counsel. Employees receiving such inquiries should refer such matters immediately to the Legal and Compliance Department.

(B) TYPES OF INQUIRIES

Regulatory inquiries may be received by mail, e-mail, telephone or personal visit. In the case of a personal visit, demand may be made for the immediate production or inspection of documents. While any telephone or personal inquiry should be handled in a courteous manner, the caller or visitor should be informed that responses to such requests are the responsibility of AllianceBernstein's Legal and Compliance Department. Therefore, the visitor should be asked to wait briefly while a call is made to the Chief Compliance Officer or General Counsel for guidance on how to proceed. In the case of a telephone inquiry, the caller should be referred to the Chief Compliance Officer or General Counsel or informed that his/her call will be promptly returned. Letter or e-mail inquiries should be forwarded promptly to the Chief Compliance Officer or General Counsel, who will provide an appropriate response.

Under no circumstances should any documents or material be released without prior approval of the Chief Compliance Officer or General Counsel. Likewise, no employee should have substantive discussions with any regulatory personnel without prior consultation with either of these individuals. Note that this policy is standard industry practice and should not evoke adverse reaction from any experienced regulatory personnel. Even if an objection to such delay is made, the policy is fully within the law and no exceptions should be made.

(D) USE OF OUTSIDE COUNSEL

It is the responsibility of the Chief Compliance Officer or General Counsel to inform AllianceBernstein's outside counsel in those instances deemed appropriate and necessary.

(E) REGULATORY INVESTIGATION

Any employee that is notified that they are the subject of a regulatory investigation, whether in connection with his or her activities at AllianceBernstein or at a previous employer, must immediately notify the Chief Compliance Officer or General Counsel.

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(F) LITIGATION

Any receipt of service or other notification of a pending or threatened action against the firm should be brought to the immediate attention of the General Counsel or Chief Compliance Officer. These individuals also should be informed of any instance in which an employee is sued in a matter involving his/her activities on behalf of AllianceBernstein. Notice also should be given to either of these individuals upon receipt of a subpoena for information from AllianceBernstein relating to any matter in litigation or receipt of a garnishment lien or judgment against the firm or any of its clients or employees. The General Counsel or Chief Compliance Officer will determine the appropriate response.

24. COMPLIANCE AND REPORTING OF MISCONDUCT / "WHISTLEBLOWER" PROTECTION

No Code can address all specific situations. Accordingly, each AllianceBernstein employee is responsible for applying the principles set forth in this Code in a responsible fashion and with the exercise of good judgment and common sense. Whenever uncertainty arises, an AllianceBernstein employee should seek guidance from an appropriate supervisor or a representative of Human Resources or the Legal and Compliance Department before proceeding.

All AllianceBernstein employees should promptly report any practices or actions the employee believes to be inappropriate or inconsistent with any provisions of this Code. In addition all employees must promptly report any actual violations of the Code to the General Counsel, Chief Compliance Officer or a designee. Any person reporting a violation in good faith will be protected against reprisals.

If you feel uncomfortable utilizing the formal channels, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may implicate issues of ethics or questionable practices. Please see Section 25 for additional information on the Company Ombudsman. AllianceBernstein employees may also utilize the AXA Group's anonymous reporting mechanism as detailed in Section 21.

25. COMPANY OMBUDSMAN

AllianceBernstein's Company Ombudsman provides a neutral, confidential, informal and independent communications channel where any AllianceBernstein employee can obtain assistance in surfacing and resolving work-related issues. The primary purpose of the Ombudsman is to help AllianceBernstein:

- Safeguard its reputation and financial, human and other company assets;

- Maintain an ethical and fiduciary culture;

- Demonstrate and achieve its commitment to "doing the right thing;" and

- Comply with relevant provisions of the Sarbanes-Oxley Act of 2002, the U.S. Sentencing Guidelines, as well as AllianceBernstein's 2003 SEC Order, New York Stock Exchange Rule 303A.10 and other laws, regulations and policies.

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The Ombudsman seeks to provide early warnings and to identify changes that will prevent malfeasance and workplace issues from becoming significant or recurring. The Ombudsman has a reporting relationship to the AllianceBernstein CEO, the Audit Committee of the Board of Directors of AllianceBernstein Corporation and independent directors of AllianceBernstein's U.S. mutual fund boards.

Any type of work-related issue may be brought to the Ombudsman, including potential or actual financial malfeasance, security matters, inappropriate business practices, compliance issues, unethical behavior, violations of law, health and safety issues, and employee relations issues. The Ombudsman supplements, but does not replace existing formal channels such as Human Resources, Legal and Compliance, Internal Audit, Security and line management.

26. SANCTIONS

Upon learning of a violation of this Code, any member of the AllianceBernstein Group, with the advice of the General Counsel, Chief Compliance Officer and/or the AllianceBernstein Code of Ethics Oversight Committee, may impose such sanctions as such member deems appropriate, including, among other things, restitution, censure, suspension or termination of service. Persons subject to this Code who fail to comply with it may also be violating the U.S. federal securities laws or other federal, state or local laws within their particular jurisdictions.

27. ANNUAL CERTIFICATIONS

Each person subject to this Code must certify at least annually to the Chief Compliance Officer that he or she has read and understands the Code, recognizes that he or she is subject hereto and has complied with its provisions and disclosed or reported all personal securities transactions and other items required to be disclosed or reported under the Code. The Chief Compliance Officer may require interim certifications for significant changes to the Code.

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APPENDIX A

ALLIANCEBERNSTEIN L.P.

PERSONAL TRADING POLICIES AND PROCEDURES

1. OVERVIEW

(A) INTRODUCTION

AllianceBernstein recognizes the importance to its employees of being able to manage and develop their own and their dependents' financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business, our industry and AllianceBernstein have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duties as a fiduciary for our clients. EMPLOYEES SHOULD BE AWARE THAT THEIR ABILITY TO LIQUIDATE POSITIONS MAY BE SEVERELY RESTRICTED UNDER THESE POLICIES, INCLUDING DURING TIMES OF MARKET VOLATILITY. Therefore, as a general matter, AllianceBernstein discourages personal investments by employees in individual securities and encourages personal investments in managed collective vehicles, such as mutual funds.

AllianceBernstein senior management believes it is important for employees to align their own personal interests with the interests of our clients. CONSEQUENTLY, EMPLOYEES ARE ENCOURAGED TO INVEST IN THE MUTUAL FUND PRODUCTS AND SERVICES OFFERED BY ALLIANCEBERNSTEIN, WHERE AVAILABLE AND APPROPRIATE.

(B) DEFINITIONS

The following definitions apply for purposes of this Appendix A of the Code; however additional definitions are contained in the text itself.(1)

1. "ALLIANCEBERNSTEIN" means AllianceBernstein L.P., its subsidiaries and its joint venture entities.

2. "BENEFICIAL OWNERSHIP" is interpreted in the same manner as in determining whether a person is subject to the provisions of
Section 16 of the Securities Exchange Act of 1934 ("Exchange Act"), Rule 16a-1 and the other rules and regulations thereunder and includes ownership by 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. For example, an individual has an indirect pecuniary interest in any Security owned by the individual's spouse.
(1) Due to the importance that AllianceBernstein places on promoting responsible personal trading, we have applied the definition of "access person," as used in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, and related requirements to all AllianceBernstein employees and officers. We have drafted special provisions for directors of AllianceBernstein who are not also employees of AllianceBernstein.

A-1

Beneficial Ownership also includes, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, having or sharing "voting power" or "investment power," as those terms are used in Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.

3. "CLIENT" means any person or entity, including an investment company, for which AllianceBernstein serves as investment manager or adviser.

4. "CHIEF COMPLIANCE OFFICER" refers to AllianceBernstein's Chief Compliance Officer.

5. "CODE OF ETHICS OVERSIGHT COMMITTEE" refers to the committee of AllianceBernstein's senior officers that is responsible for monitoring compliance with the Code.

6. "CONFLICTS OFFICER" refers to AllianceBernstein's Conflicts Officer, who reports to the Chief Compliance Officer.

7. "CONTROL" has the meaning set forth in Section 2(a)(9) of the 1940 Act.

8. "DIRECTOR" means any person who serves in the capacity of a director of AllianceBernstein Corporation. "AFFILIATED DIRECTOR" means any Director who is not an Employee (as defined below) but who is an employee of an entity affiliated with AllianceBernstein. "OUTSIDE DIRECTOR" means any Director who is neither an Employee (as defined below) nor an employee of an entity affiliated with AllianceBernstein.

9. "EMPLOYEE" refers to any person who is an employee or officer of AllianceBernstein, including part-time employees and consultants (acting in the capacity of a portfolio manager, trader or research analyst) under the Control of AllianceBernstein.

10. "INITIAL PUBLIC OFFERING" means an offering of Securities registered under the Securities Act of 1933 (the "1933 Act"), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, as well as similar offerings of Securities issued outside the United States.

11. "INVESTMENT PERSONNEL" refers to:

a. Any Employee who acts in the capacity of a portfolio manager, research analyst or trader or any other capacity (such as an assistant to one of the foregoing) and in connection with his or her regular duties makes or participates in making, or is in a position to be aware of, recommendations regarding the purchase or sale of securities by a Client;

b. Any Employee who receives the AllianceBernstein Global Equity Review or has access to the AllianceBernstein Express Research database, or Research Wire;

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c. Any Employees participating in (including passively listening to) "morning calls" for any of the managed account disciplines or broker-dealer subsidiaries;

d. Any other Employee designated as such by the Legal and Compliance Department; or

e. Any natural person who Controls AllianceBernstein and who obtains information concerning recommendations made to a Client regarding the purchase or sale of securities by the Client.

12. "LIMITED OFFERING" means an offering that is exempt from registration under the 1933 Act pursuant to Sections 4(2) or 4(6) thereof or pursuant to Rules 504, 505 or 506 under the 1933 Act, as well as similarly exempted offerings of Securities issued outside the United States. Investments in hedge funds are typically sold in a limited offering setting.

13. "OMBUDSMAN" means the Company Ombudsman of AllianceBernstein, or any of his/her staff members.

14. "PERSONAL ACCOUNT" refers to any account (including, without limitation, a custody account, safekeeping account and an account maintained by an entity that may act in a brokerage or a principal capacity) in which Securities may be traded or custodied, and in which an Employee has any Beneficial Ownership, and any such account maintained by or for a financial dependent of an Employee. For example, this definition includes Personal Accounts of:

a. An Employee's spouse/domestic partner (of same or opposite gender), including a legally separated or divorced spouse who is a financial dependent;

b. Financial dependents of an Employee, including both those residing with the Employee and those not residing with the Employee, such as financially dependent children away at college; and

c. Any person or entity for which the Employee acts as a fiduciary (e.g., acting as a Trustee) or who has given investment discretion to the Employee, other than accounts over which the employee has discretion as a result of his or her responsibilities at AllianceBernstein.

PERSONAL ACCOUNTS INCLUDE ANY ACCOUNT MEETING THE ABOVE DEFINITION EVEN IF THE EMPLOYEE HAS GIVEN DISCRETION OVER THE ACCOUNT TO SOMEONE ELSE.

15. "PURCHASE OR SALE OF A SECURITY" includes, among other transactions, the writing or purchase of an option to sell a Security and any short sale of a Security.

16. "SECURITY" has the meaning set forth in Section 2(a)(36) of the Investment Company Act and includes any derivative thereof, commodities, options or forward contracts, except that it shall not include:

a. Securities issued by the government of the United States;

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b. Short-term debt securities that are government securities within the meaning of Section 2(a)(16) of the Investment Company Act;

c. Shares issued by money market funds;

d. Shares issued by open-end mutual funds, OTHER THAN EXCHANGE-TRADED FUNDS ("ETFS") AND MUTUAL FUNDS MANAGED BY ALLIANCEBERNSTEIN; and

e. Bankers' acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments and such other instruments as may be designated from time to time by the Chief Compliance Officer.

IMPORTANT NOTE: Exchange-Traded Funds are covered under this definition of Security, and therefore are subject to the governing rules. (See exceptions in Sections 2(d)(ii), 2(e)(ii) and 2(f)(ii) of this Appendix.)

17. A Security is "BEING CONSIDERED FOR PURCHASE OR SALE" when:

a. An AllianceBernstein Growth research analyst issues research information (including as part of the daily morning call) regarding initial coverage of, or changing a rating with respect to, a Security;

b. A portfolio manager has indicated (e.g., during the daily Growth morning call or identified as a Value priority purchase/sale, or otherwise) his or her intention to purchase or sell a Security; or

c. An open order(2) in the Security exists on any buy-side trading desk.

This is not an exhaustive list. At the discretion of the Legal and Compliance Department, a Security may be deemed "Being Considered for Purchase or Sale" even if none of the above events have occurred, particularly if a portfolio manager is contemplating the purchase or sale of that Security, as evidenced by e-mails or the manager's preparation of, or request for, research.

18. "SECURITY HELD OR TO BE ACQUIRED OR SOLD" means:

a. Any Security which, within the most recent 15 days (i) is or has been held by a Client in an AllianceBernstein-managed account or (ii) is being or has been considered by AllianceBernstein for purchase or sale for the Client; and

b. Any option to purchase or sell, and any Security convertible into or exchangeable for, a Security.

19. "STARCOMPLIANCE CODE OF ETHICS APPLICATION" means the web-based application used to electronically pre-clear personal securities transactions and file many of the

(2) Defined as any client order on a Growth trading desk which has not been completely executed, as well as any "significant" open Value client orders, or Value "priority" purchases or sales, as those terms are defined by the applicable Value SBU CIO.

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reports required herein. The application can be accessed via the AllianceBernstein network at:

https://alliance.starcompliance.com.

20. "SUBSIDIARY" refers to entities with respect to which AllianceBernstein, directly or indirectly, through the ownership of voting securities, by contract or otherwise has the power to direct or cause the direction of management or policies of such entity.

2. REQUIREMENTS AND RESTRICTIONS - ALL EMPLOYEES

The following are the details of the standards which must be observed:

(A) GENERAL STANDARDS

Employees have an obligation to conduct their personal investing activities and related Securities transactions lawfully and in a manner that avoids actual or potential conflicts between their own interests and the interests of AllianceBernstein and its clients. Employees must carefully consider the nature of their AllianceBernstein responsibilities - and the type of information that he or she might be deemed to possess in light of any particular securities transaction - before engaging in any investment-related activity or transaction.

i. Material Nonpublic Information: Employees in possession of material nonpublic information about or affecting Securities, or their issuer, are prohibited from buying or selling such Securities, or advising any other person to buy or sell such Securities. Similarly, they may not disclose such information to anyone without the permission of the General Counsel or Chief Compliance Officer. Please see the AllianceBernstein Insider Trading Policies, which can be found on the Legal and Compliance Department intranet site.

ii. Short-Term Trading: Employees are encouraged to adopt long-term investment strategies (see Section 2(f) for applicable holding period for individual securities). Similarly, purchases of shares of most mutual funds should be made for investment purposes. Employees are therefore prohibited from engaging in transactions in a mutual fund that are in violation of the fund's prospectus, including any applicable short-term trading or market-timing prohibitions.

WITH RESPECT TO THE ALLIANCEBERNSTEIN FUNDS, EMPLOYEES ARE PROHIBITED FROM SHORT-TERM TRADING, AND MAY NOT EFFECT A PURCHASE AND REDEMPTION, REGARDLESS OF SIZE, IN AND OUT OF THE SAME MUTUAL FUND WITHIN ANY NINETY (90) DAY PERIOD.(3)

iii. Personal Responsibility: It is the responsibility of each Employee to ensure that all Securities transactions in Personal Accounts are made in strict compliance with the

(3) These restrictions shall not apply to investments in mutual funds through professionally managed asset allocation programs; automatic reinvestment programs; automatic investments through 401(k) and similar retirement accounts; and any other non-volitional investment vehicles. These restrictions also do not apply to transactions in money market funds and other short duration funds used as checking accounts or for similar cash management purposes.

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restrictions and procedures in the Code and this Appendix A, and otherwise comply with all applicable legal and regulatory requirements.

iv. Affiliated Directors and Outside Directors: The personal trading restrictions of Appendix A of the Code do not apply to any Affiliated Director or Outside Director, provided that at the time of the transaction, he or she has no actual knowledge that the Security involved is "Being Considered for Purchase or Sale." Affiliated Directors and Outside Directors, however, are subject to reporting requirements as described in Section 8 below.

(B) DISCLOSURE OF PERSONAL ACCOUNTS

All Employees must disclose their Personal Accounts to the Compliance Department (and take all necessary actions to close any accounts held with non-designated brokers, see next section). It is each Employee's responsibility to ensure that the Compliance Department is appropriately notified of all accounts and to direct the broker to provide the Compliance Department with electronic and/or paper brokerage transaction confirmations and account statements (and verify that it has been done). Do not assume that the broker-dealer will automatically arrange for this information to be set up and forwarded correctly.

Personal Accounts of an Employee that are maintained as brokerage accounts must be held only at the following approved designated broker-dealers (each a "Designated Broker"): (4)

- Charles Schwab;

- Credit Suisse Securities - Private Banking USA Group

- E*TRADE Financial;

- Goldman, Sachs & Co. - Private Wealth Management (account minimums apply)

- Merrill Lynch; and/or

- Sanford C. Bernstein & Co., LLC(5)

Under limited circumstances, the Compliance Department may grant exceptions to this policy and approve the use of other broker-dealers or custodians (such as in the case of

(4) Exceptions may apply in certain non-U.S. locations. Please consult with your local compliance officer.

(5) Non-discretionary accounts at Sanford C. Bernstein & Co., LLC. may only be used for the following purposes: (a) Custody of securities and related activities (such as receiving and delivering positions, corporate actions, and subscribing to offerings commonly handled by operations such as State of Israel bonds, etc.); (b) Transacting in US Treasury securities; and (c) Transacting in AllianceBernstein products outside of a private client relationship (such as hedge funds, AB and SCB mutual funds, and CollegeBoundfund accounts). All equity and fixed income (other than US Treasuries) transactions are prohibited.

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proprietary products that can only be held at specific firms). In addition, the Chief Compliance Officer may in the future modify this list.

All Securities in which an Employee has any Beneficial Ownership must be held in Personal Accounts and maintained in accordance with the Designated Broker requirements described above (except that shares of open-end mutual funds may be held directly with the investment company). Additionally, Employees may effect Securities transactions only in Personal Accounts (or directly through a mutual fund's transfer agent). In limited circumstances, the Chief Compliance Officer, or his designee, may grant an exception to these requirements (see Section 22 of the Code). This requirement applies to all types of Securities and personal Securities transactions including, for example, Securities issued in a Limited Offering or other direct investments.

(D) PRE-CLEARANCE REQUIREMENT

i. Subject to the exceptions specified below, an Employee may not purchase or sell, directly or indirectly, any Security in which the Employee has (or after such transaction would have) any Beneficial Ownership unless the Employee obtains the prior approval from the Compliance Department and, in the case of Investment Personnel, the head of the business unit (or a designated manager) in which the Employee works.(6) Pre-clearance requests must be made on the date of the contemplated transaction, through the use of the appropriate Pre-Trade Authorization Form, which can be accessed via the StarCompliance Code of Ethics application at https://alliance.starcompliance.com/ and clicking on "File a PTAF." These requests will document (a) the details of the proposed transaction and (b) representations as to compliance with the personal trading restrictions of this Code.

Pre-Clearance requests will be acted on by the Legal and Compliance Department (or by the automated pre-clearance system) only between the hours of 10:00 a.m. and 3:30 p.m. (New York time). The Legal and Compliance Department (including via its electronic pre-clearance utility) will review the request to determine if the proposed transaction complies with the Code, whether that security is restricted for AllianceBernstein personnel, and if appropriate, contact the appropriate supervisor (or a person designated by the supervisor) to determine whether the proposed transaction raises any potential conflicts of interest or other issues. The Compliance Department will communicate to the requesting Employee its approval or denial of the proposed transaction, either in writing (e-mail) or orally. In the U.S. and Canada, any approval given under this paragraph will remain in effect only until the end of the trading day on which the approval was granted. For employees in offices outside the U.S. and Canada, such approval will remain in effect for the following business day as well. Good-until-cancel limit orders are not permitted without daily requests for pre-clearance approval. EMPLOYEES MUST WAIT FOR APPROVAL BEFORE PLACING THE ORDER WITH THEIR BROKER.

(6) For purposes of the pre-clearance requirement, all employees in the Value SBU are considered Investment Personnel, and are therefore required to have all of their trades pre-approved by the head of their respective departments (or a designee).

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The Legal and Compliance Department will maintain an electronic log of all pre-clearance requests and indicate the approval or denial of the request in the log.

PLEASE NOTE: When a Security is Being Considered for Purchase or Sale for a Client (see Section 2(i) below) or is being purchased or sold for a Client following the approval on the same day of a personal trading request form for the same Security, the Legal and Compliance Department is authorized to cancel the personal order if (a) it has not been executed and the order exceeds a market value of $50,000 or (b) the Legal and Compliance Department determines, after consulting with the trading desk and the appropriate business unit head (if available), that the order, based on market conditions, liquidity and other relevant factors, could have an adverse impact on a Client or on a Client's ability to purchase or sell the Security or other Securities of the issuer involved.

ii. EXCEPTIONS: THE PRE-CLEARANCE REQUIREMENTS DO NOT APPLY TO(7):

a. Non-Volitional Transactions, including:

- Transactions in a Personal Account managed for an Employee on a discretionary basis by a third person or entity, when the Employee does not discuss any specific transactions for the account with the third-party manager;

- Any Security received as part of an Employee's compensation (although any subsequent sales must be pre-cleared);

- Any Securities transaction effected in an Employee's Personal Account pursuant to an automatic investment plan, which means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) a Personal Account in accordance with a predetermined schedule and allocation, and includes dividend reinvestment plans. Additional purchases and sales that are not automatic, however, are subject to the pre-clearance requirement.

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

b. Exercise of Pro Rata Issued Rights

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer's Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. This exemption applies only to the exercise or sale of rights that are issued in connection with a specific upcoming public offering on a specified date, as opposed to rights acquired from the issuer (such as warrants or options), which may be exercised from time-to-

(7) Additional Securities may be exempted from the pre-clearance requirement if, in the opinion of the Chief Compliance Officer, no conflict of interest could arise from personal trades in such Security.

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time up until an expiration date. This exemption does not apply to the sale of stock acquired pursuant to the exercise of rights.

c. Certain Exchange-Traded Funds ("ETFs")

ETFs are covered under the Code's definition of Security and therefore subject to all applicable Code rules and prohibitions. Investments in the following broad-based ETFs are not, however, subject to the pre-clearance provisions:(8)

- NASDAQ-100 Index Tracking (QQQQ)
- SPDR Trust (SPY)
- DIAMONDS Trust, Series I (DIA)
- iShares S&P 500 Index Fund (IVV)
- iShares Russell 1000 Growth (IWF)
- iShares Russell 1000 Value (IWD)
- iShares Russell 1000 Index (IWB)
- iShares MSCI EAFE (EFA)
- iShares MSCI Emerging Markets (EEM)
- iShares MSCI EAFE Growth (EFG)
- iShares MSCI EAFE Value (EFV)
- iShares FTSE 100 (ISF)
- iShares MSCI World (IWRD/IQQW)
- iShares Lehman 7-10 Yr Treas Bond (IEF)
- iShares CDN Composite Index Fund (XIC)
- iShares Lehman 1-3 Yr Treas Bond (SHY)
- iShares MSCI Kokusai (TOK)
- iShares MSCI Japan (EWJ)
- iShares DAX (DAXEX)
- iShares DJ EuroStoxx 50 (EUE)
- SPDR S&P/ASX 200 Fund (STW)
- smartFONZ (FNZ)
- DAIWA ETF - TOPIX (1305)
- NOMURA ETF - TOPIX (1306)
- NIKKO ETF - TOPIX (1308)
- DAIWA ETF - NIKKEI 225 (1320)
- NOMURA ETF - NIKKEI 225 (1321)
- NIKKO ETF - 225 (1330)
- Tracker Fund of Hong Kong (2800)
- iShares FTSE/Xinhua A50 China Tracker (2823)

(E) LIMITATION ON THE NUMBER OF TRADES

i. No more than an aggregate of five (5) transactions in individual Securities may occur in an Employee's Personal Accounts during any rolling thirty-day period.

ii. Exceptions:

a. For transactions in Personal Accounts that are directed by a non-Employee spouse or domestic partner and/or other non-Employee covered under the Code (and not by the Employee), the number of permitted Securities transactions is limited to twenty (20) transactions in any rolling thirty-day period.

b. The limitation on the permissible number of trades over a 30-day period does not apply to the ETFs listed in Section 2(d)(ii)(c) above. NOTE THAT THE 90-DAY HOLD REQUIREMENT (SEE NEXT SECTION) STILL APPLIES TO THESE SECURITIES. IN ADDITION, OPTIONS ON THESE SECURITIES ARE NOT INCLUDED IN THIS EXCEPTION.

(F) SHORT-TERM TRADING

i. Employees must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are

(8) NOTE: Options on the ETFs included on this list ARE NOT exempt from the pre-clearance or volume requirements.

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consistent with their financial resources and objectives. AllianceBernstein discourages short-term trading strategies, and Employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny. In any event, excessive or inappropriate trading that interferes with job performance, or compromises the duty that AllianceBernstein owes to its Clients will not be tolerated.

EMPLOYEES ARE SUBJECT TO A MANDATORY BUY AND HOLD OF ALL SECURITIES FOR 90 DAYS.(9) By regulation, employees of AllianceBernstein Japan Ltd. are subject to a 6-month hold. A last-in-first out accounting methodology will be applied to a series of Securities purchases for determining compliance with this holding rule. As noted in Section 2(a)(ii), the applicable holding period for AllianceBernstein open-end funds is also 90 days.

ii. EXCEPTIONS TO THE SHORT-TERM TRADING RULES (I.E., THE 90-DAY
HOLD):

a. For Securities transactions in Personal Accounts of spouses and domestic partners and other non-Employees (e.g., financially dependent children) WHICH ARE NOT DIRECTED BY THE EMPLOYEE are subject to a mandatory buy and hold (or sale and buyback) of 60-calendar days. However, after 30 calendar days, such a transaction will be permitted for these Personal Accounts if necessary to minimize a loss.

b. Transactions in a Personal Account managed for an Employee on a discretionary basis by a third person or entity.

c. Transactions in Securities held by the Employee prior to his or her employment with AllianceBernstein.

d. Shares in the publicly traded units of AllianceBernstein that were acquired in connection with a compensation plan. However, units purchased on the open market must comply with the holding period requirements herein.

Any trade made in violation of this section of the Code shall be unwound, or, if that is not practicable, all profits from the short-term trading may be disgorged as directed by the Chief Compliance Officer.

(G) SHORT SALES

The Legal and Compliance Department will prohibit an Employee from engaging in any short sale of a Security in a Personal Account if, at the time of the transaction, any Client has a long position in such Security in an AllianceBernstein-managed portfolio (except that an Employee may engage in short sales against the box and covered call writing provided that these personal Securities transactions do not violate the prohibition against short-term trading).

(9) Relating to the buyback of a previously sold Security, an employee must wait 60 days if the new purchase price is lower than the previous sale, and 30 days if the new purchase price exceeds the previous sale price.

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(H) TRADING IN ALLIANCEBERNSTEIN UNITS AND AB CLOSED-END MUTUAL FUNDS

During certain times of the year, Employees may be prohibited from conducting transactions in the equity units of AllianceBernstein. Additional restricted periods may be required for certain individuals and events, and the Legal and Compliance Department will announce when such additional restricted periods are in effect. Transactions in AllianceBernstein Units and closed-end mutual funds managed by AllianceBernstein are subject to the same pre-clearance process as other Securities, with certain additional Legal and Compliance Department approval required. See the Statement of Policy and Procedures Concerning Purchases and Sales of AllianceBernstein Units and the Statement of Policy and Procedures Concerning Purchases and Sales of AllianceBernstein Closed-End Mutual Funds. Employees are not permitted to transact in short sales of AllianceBernstein Units.

(I) SECURITIES BEING CONSIDERED FOR PURCHASE OR SALE

i. The Legal and Compliance Department will, subject to the exceptions below, prohibit an Employee from purchasing or selling a Security (or a derivative product), or engaging in any short sale of a Security, in a Personal Account if, at the time of the transaction, the Security is Being Considered for Purchase or Sale for a Client or is being purchased or sold for a Client. Please see the definition of a Security "Being Considered for Purchase or Sale" (Section 1(b)(17) of this Appendix) for a non-exhaustive list of examples which illustrate this prohibition.

ii. EXCEPTIONS: THIS PROHIBITION DOES NOT APPLY TO:

a. Non-Volitional Transactions, including:

- Any Security received as part of an Employee's compensation (although any subsequent sales must be pre-cleared);

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

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b. Exercise of Pro Rata Issued Rights

c. De Minimis Transactions -- Fixed Income Securities

Any of the following Securities, if at the time of the transaction, the Employee has no actual knowledge that the Security is Being Considered for Purchase or Sale by a Client or that the Security is being purchased or sold by or for the Client:

- Fixed income securities transactions having a principal amount not exceeding $25,000; or

- Non-convertible debt securities and non-convertible preferred stocks which are rated by at least one nationally recognized statistical rating organization ("NRSRO") in one of the three highest investment grade rating categories.

d. De Minimis Transactions -- Equity Securities

Any equity Security transaction, or series of related transactions, involving shares of common stock and excluding options, warrants, rights and other derivatives, provided:

- Any orders are entered after 10:00 a.m. and before 3:00
p.m. and are not designated as "market on open" or "market on close;"

- The aggregate value of the transactions do not exceed
(1) $10,000 for Securities of an issuer with a market capitalization of less than $1 billion; (2) $25,000 for Securities of an issuer with a market capitalization of $1 billion to $5 billion and (3) $50,000 for Securities of an issuer with a market capitalization of greater than $5 billion; and

- The Employee has no actual knowledge that the Security is Being Considered for Purchase or Sale by a Client or that the Security is being purchased or sold by or for the Client.

PLEASE NOTE: Even if a trade qualifies for a de minimis exception, it must be pre-cleared by the Legal and Compliance Department in advance of being placed.

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(J) RESTRICTED LIST

A Security may not be purchased or sold in a Personal Account if, at the time of the transaction, the Security appears on the AllianceBernstein Daily Restricted List and is restricted for Employee transactions. The Daily Restricted List is made available each business day to all Employees via the AllianceBernstein intranet home page at: http://www.alliancebernstein.com/theloop/.

(K) DISSEMINATION OF RESEARCH INFORMATION

i. An Employee may not buy or sell any Security for a Personal Account that is the subject of "significantly new" or "significantly changed" research during the period commencing with the approval of the research and continuing for twenty-four hours subsequent to the first publication or release of the research. An Employee also may not buy or sell any Security on the basis of research that AllianceBernstein has not yet made public or released. The terms "significantly new" and "significantly changed" include:

a. The initiation of coverage by an AllianceBernstein Growth or Sanford C. Bernstein & Co., LLC research analyst;

b. Any change in a research rating or position by an AllianceBernstein Growth or Sanford C. Bernstein & Co., LLC research analyst;

c. Any other rating, view, opinion, or advice from an AllianceBernstein Growth research analyst, the issuance (or re-issuance) of which in the opinion of such research analyst, or his or her director of research, would be reasonably likely to have a material effect on the price of the security.

ii. EXCEPTIONS: THIS PROHIBITION DOES NOT APPLY TO:

a. Non-Volitional Transactions, including:

- Any Security received as part of an Employee's compensation (although any subsequent sales must be pre-cleared);

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The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

b. Exercise of Pro Rata Issued Rights

c. De Minimis Transactions -- Fixed Income Securities

THIS EXCEPTION DOES NOT APPLY TO RESEARCH ISSUED BY SANFORD C. BERNSTEIN & CO., LLC. Any of the following Securities, if at the time of the transaction, the Employee has no actual knowledge that the issuer is the subject of significantly new or significantly changed research:

- Fixed income securities transactions having a principal amount not exceeding $25,000; or

d. De Minimis Transactions -- Equity Securities

THIS EXCEPTION DOES NOT APPLY TO RESEARCH ISSUED BY SANFORD C. BERNSTEIN & CO., LLC. Any equity Securities transaction, or series of related transactions, involving shares of common stock and excluding options, warrants, rights and other derivatives, provided:

- Any orders are entered after 10:00 a.m. and before 3:00
p.m. and are not designated as "market on open" or "market on close;"

- The Employee has no actual knowledge that the issuer is the subject of significantly new or significantly changed research.

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PLEASE NOTE: Even if a trade qualifies for a de minimis exception, it must be pre-cleared by the Legal and Compliance Department in advance of being placed.

(L) INITIAL PUBLIC OFFERINGS

No Employee shall acquire for a Personal Account any Security issued in an Initial Public Offering.

(M) LIMITED OFFERINGS/PRIVATE PLACEMENTS

No Employee shall acquire any Security issued in any limited or private offering (please note that hedge funds are sold as limited or private offerings) unless the Chief Compliance Officer (or designee) and the Employee's Business Unit Head give express prior written approval and document the basis for granting approval after due inquiry. The Chief Compliance Officer, in determining whether approval should be given, will take into account, among other factors, whether the investment opportunity should be reserved for a Client and whether the opportunity is being offered to the individual by virtue of his or her position with AllianceBernstein. Employees authorized to acquire Securities issued in a limited or private offering must disclose that investment when they play a part in any Client's subsequent consideration of an investment in the issuer, and in such a case, the decision of AllianceBernstein to purchase Securities of that issuer for a Client will be subject to an independent review by Investment Personnel with no personal interest in such issuer.(10) Additional restrictions or disclosures may be required if there is a business relationship between the Employee or AllianceBernstein and the issuer of the offering.

3. ADDITIONAL RESTRICTIONS - GROWTH, BLEND AND FIXED INCOME PORTFOLIO MANAGERS

In addition to the requirements and restrictions on Employee trading in
Section 2 of this Appendix A of the Code, the following restrictions apply to all persons acting in the capacity of a portfolio manager of a Client account in the Growth, Blend and Fixed Income disciplines. For purposes of the restrictions in this section, a portfolio manager is defined as an Employee who has decision-making authority regarding specific securities to be traded for Client accounts, as well as such Employee's supervisor.

GENERAL PROHIBITION: No person acting in the capacity of a portfolio manager will be permitted to buy for a Personal Account, a Security that is an eligible portfolio investment in that manager's product group (e.g., Large Cap Growth).

(10) Any Employee who acquires (or any new Employee with a pre-existing position in) an interest in any private investment fund (including a "hedge fund") or any other Security that cannot be purchased and held in an account at a Designated Broker shall be exempt from the Designated Broker requirement as described in this Appendix A of the Code. The Legal and Compliance Department may require an explanation as to why such Security can not be purchased and held in such manner. Transactions in these Securities nevertheless remain subject to all other requirements of this Code, including applicable private placement procedures, pre-clearance requirements and blackout-period trading restrictions.

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This prohibition does not apply to transactions directed by spouses or other covered persons provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. However, such transactions are subject to the following additional restrictions.

(A) BLACKOUT PERIODS

No person acting in the capacity of a portfolio manager will be permitted to trade a Security for a Personal Account within seven calendar days before and after any Client serviced in that manager's product group (e.g., Large Cap Growth) trades in the same Security. If a portfolio manager engages in such a personal securities transaction during a blackout period, the Chief Compliance Officer may break the trade or, if the trade cannot be broken, the Chief Compliance Officer may direct that any profit realized on the trade be disgorged.

(B) ACTIONS DURING BLACKOUT PERIODS

No person acting in the capacity of a portfolio manager shall delay or accelerate a Client trade due to a previous purchase or sale of a Security for a Personal Account. In the event that a portfolio manager determines that it is in the best interest of a Client to buy or sell a Security for the account of the Client within seven days of the purchase or sale of the same Security in a Personal Account, the portfolio manager must contact the Chief Compliance Officer immediately, who may direct that the trade in the Personal Account be canceled, grant an exception or take other appropriate action.

No person acting in the capacity of a portfolio manager shall trade a Security in a Personal Account contrary to investment decisions made on behalf of a Client, unless the portfolio manager represents and warrants in the personal trading request form that (1) it is appropriate for the Client account to buy, sell or continue to hold that Security and (2) the decision to purchase or sell the Security for the Personal Account arises from the need to raise or invest cash or some other valid reason specified by the portfolio manager and approved by the Chief Compliance Officer and is not otherwise based on the portfolio manager's view of how the Security is likely to perform.

4. ADDITIONAL RESTRICTIONS - BERNSTEIN VALUE PORTFOLIO MANAGEMENT GROUPS

In addition to the requirements and restrictions on Employee trading in
Section 2 of this Appendix A of the Code, the following restrictions apply to all persons in the firm's Bernstein centralized portfolio management groups.

(A) SENIOR PORTFOLIO MANAGERS AND MEMBERS OF THE VALUE INVESTMENT POLICY
GROUPS

Senior Portfolio Managers (SPMs) and members of the Value Investment Policy Groups (IPGs) are prohibited from buying for a Personal Account, any Security included in the universe of eligible portfolio securities in their product.

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This restriction does not apply to sales of securities held prior to the application of this restriction or employment with the firm. This restriction does not apply to transactions directed by spouses or other covered persons provided that the employee has no input into the investment decision. However, such persons are subject to the following restriction:

- Notwithstanding the latter exception above, spouses or other covered persons are restricted from transacting in any Security included in the top 2 quintiles of the product's research universe.

(B) ALL OTHER MEMBERS OF THE BERNSTEIN VALUE SBU

Members of the Bernstein Value SBU are deemed to have actual knowledge of the unit's Securities Being Considered for Purchase or Sale. As a consequence, the de minimis exceptions in Section 2(i) of this Appendix relating to "significant" Value Client orders or "priority" purchases or sales (as those terms are defined by the applicable Value CIO) are not available to individuals in the Bernstein Value SBU.

The restrictions noted above do not apply to Personal Accounts that are managed as part of their group's normal management process.

5. ADDITIONAL RESTRICTIONS - RESEARCH ANALYSTS

In addition to the requirements and restrictions on Employee trading in
Section 2 of this Appendix A of the Code, the following restrictions apply to all persons acting in the capacity of a research analyst. Please note that rules of the Financial Industry Regulatory Authority (FINRA) may impose additional limitations on the personal trading of the research analysts of Sanford C. Bernstein & Co., LLC and their family members. Such research analysts should refer to the relevant policy documents that detail those additional restrictions.

GENERAL PROHIBITION: No person acting in the capacity of research analyst will be permitted to buy for his or her Personal Account, a Security that is in the sector covered by such research analyst. This prohibition does not apply to transactions directed by spouses or other covered persons provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. However, such transactions are subject to the following additional restrictions.

(A) BLACKOUT PERIODS

No person acting as a research analyst shall trade a Security for a Personal Account within seven calendar days before and after making a change in a rating or other published view with respect to that Security. If a research analyst engages in such a personal securities transaction during a blackout period, the Chief Compliance Officer may break the trade or, if the trade cannot be broken, the Chief Compliance Officer may direct that any profit realized on the trade be disgorged.

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(B) ACTIONS DURING BLACKOUT PERIODS

No person acting as a research analyst shall delay or accelerate a rating or other published view with respect to any Security because of a previous purchase or sale of a Security in such person's Personal Account. In the event that a research analyst determines that it is appropriate to make a change in a rating or other published view within seven days of the purchase or sale of the same Security in a Personal Account, the research analyst must contact the Chief Compliance Officer immediately, who may direct that the trade in the Personal Account be canceled, grant an exception or take other appropriate action.

No person acting as a research analyst shall trade a Security (to the extent such Security is included in the research analyst's research universe) contrary to an outstanding rating or a pending ratings change or traded by a research portfolio, unless (1) the research analyst represents and warrants in the personal trading request form that (as applicable) there is no reason to change the outstanding rating and (2) the research analyst's personal trade arises from the need to raise or invest cash, or some other valid reason specified by the research analyst and approved by the Chief Compliance Officer and is not otherwise based on the research analyst's view of how the security is likely to perform.

6. ADDITIONAL RESTRICTIONS - BUY-SIDE EQUITY TRADERS

GENERAL PROHIBITION: No person acting in the capacity of buy-side equity trader will be permitted to buy for his or her Personal Account, a Security that is among the eligible portfolio investments traded on that Desk.

This prohibition does not apply to transactions directed by spouses or other covered persons provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. Such transactions are, of course, subject to all other Code provisions.

7. REPORTING REQUIREMENTS

(A) DUPLICATE CONFIRMATIONS AND ACCOUNT STATEMENTS

All Employees must direct their brokers to supply to the Chief Compliance Officer, on a timely basis, duplicate copies of broker trade confirmations of, and account statements concerning, all Securities transactions in any Personal Account. Even for Designated Brokers, each Employee must verify that the Employee's account(s) is properly "coded" for AllianceBernstein to receive electronic data feeds.

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The Compliance Department will review such documents for Personal Accounts to ensure that AllianceBernstein's policies and procedures are being complied with, and make additional inquiries as necessary. Access to duplicate confirmations and account statements will be restricted to those persons who are assigned to perform review functions, and all such materials will be kept confidential except as otherwise required by law.

(B) INITIAL HOLDINGS REPORTS BY EMPLOYEES

An Employee must, within 10 days of commencement of employment with AllianceBernstein, provide a signed (electronic in most cases) and dated Initial Holdings Report to the Chief Compliance Officer. New employees will receive an electronic request to perform this task via the StarCompliance Code of Ethics application. The report must contain the following information current as of a date not more than 45 days prior to the date of the report:

i. All Securities (including private investments as well as any AllianceBernstein-managed mutual funds) held in a Personal Account of the Employee, including the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security/fund beneficially owned);

ii. The name of any broker-dealer or financial institution with which the Employee maintains a Personal Account in which any Securities are held for the Employee; and

iii. Details of any outside business affiliations.

Employees must then take all necessary actions to bring their accounts into compliance with the designated broker guidelines detailed in
Section 2(c) of this Appendix.

Following each calendar quarter, the Legal and Compliance Department will forward (electronically via the StarCompliance Code of Ethics application) to each Employee, an individualized form containing all Securities transactions in the Employee's Personal Accounts during the quarter based on information reported to AllianceBernstein by the Employee's brokers. Transactions in Personal Accounts managed on a discretionary basis or pursuant to an automated investment program need not be included for purposes of this reporting requirement.

Within thirty (30) days following the end of each calendar quarter, every Employee must review the form and certify its accuracy, making any necessary changes to the information provided on the pre-populated form (generally this will include those shares of mutual funds sub-advised by AllianceBernstein and held directly with the investment company and Securities issued in limited offerings which are not sent directly to the Compliance Department). For each such Security, the report must contain the following information: (1) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal

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amount of each Security involved; (2) the nature of the transaction (i.e., purchase or sale or any other type of acquisition or disposition); (3) the price of the Security at which the transaction was effected; (4) the name of the broker or other financial institution through which the transaction was effected; and (5) the date the Employee submits the report.

In addition, any new Personal Account established during the calendar quarter must be reported, including (1) the name of the broker or other financial institution with which the account was established and
(2) the date the account was established.

(D) ANNUAL HOLDINGS REPORTS BY EMPLOYEES

On an annual basis, by a date to be specified by the Compliance Department (typically February 15th), each Employee must provide to the Chief Compliance Officer, a signed and dated (or electronically certified via the StarCompliance Code of Ethics application) Annual Holdings Report containing data current as of a date not more than forty five (45) days prior to the date of the submission.(11) The report must disclose:

i. All Securities (including shares of mutual funds managed by AllianceBernstein and limited offerings), held in a Personal Account of the Employee, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned); and

ii. The name of any broker-dealer or financial institution with which the Employee maintains a Personal Account in which any Securities are held for the Employee.

In the event that AllianceBernstein already maintains a record of the required information via duplicate copies of broker trade confirmations and account statements received from the Employee's broker-dealer, an Employee may satisfy this requirement by (i) confirming in writing (which may include e-mail) the accuracy of the record on at least an annual basis and (ii) recording the date of the confirmation.

(E) REPORT AND CERTIFICATION OF ADEQUACY TO THE BOARD OF DIRECTORS OF FUND
CLIENTS

On a periodic basis, but not less than annually, the Chief Compliance Officer shall prepare a written report to the management and the board of directors of each registered investment fund (other than a unit investment trust) in which AllianceBernstein acts as investment adviser setting forth the following:

i. A certification on behalf of AllianceBernstein that AllianceBernstein has adopted procedures reasonably necessary to prevent Employees and Directors from violating the Code;

ii. A summary of existing procedures concerning personal investing and any changes in procedures made during the past year; and

(11) Employees who join the Firm after the annual process has commenced will submit their initial holdings report (see Section 7(b)) and complete their first Annual Holdings Report during the next annual cycle and thereafter.

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iii. A description of any issues arising under the Code or procedures since the last report to the Board including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations.

AllianceBernstein shall also submit any material changes to this Code to each Fund's Board at the next regular board meeting during the quarter following the change.

(F) REPORT REPRESENTATIONS

Any Initial or Annual Holdings Report or Quarterly Transaction Report may contain a statement that the report is not to be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

(G) MAINTENANCE OF REPORTS

The Chief Compliance Officer shall maintain the information required by this Section and such other records, if any, and for such time periods required by Rule 17j-1 under the Investment Company Act and Rules 204-2 and 204A-1 under the Advisers Act. All reports furnished pursuant to this Section will be kept confidential, subject to the rights of inspection and review by the General Counsel, the Chief Compliance Officer and his or her designees, the Code of Ethics Oversight Committee (or subcommittee thereof), the Securities and Exchange Commission and by other third parties pursuant to applicable laws and regulations.

8. REPORTING REQUIREMENTS FOR DIRECTORS WHO ARE NOT EMPLOYEES

All Affiliated Directors (i.e., not Employees of AllianceBernstein, but employees of an AllianceBernstein affiliate) and Outside Directors (i.e., neither Employees of AllianceBernstein, nor of an AllianceBernstein affiliate) are subject to the specific reporting requirements of this
Section 8 as described below. Directors who are Employees, however, are subject to the full range of personal trading requirements, restrictions and reporting obligations outlined in Sections 1 through 7 of this Appendix A of the Code, as applicable. In addition, all Directors are expected to adhere to the fiduciary duties and high ethical standards described in the Code. The designation of a Director as an Affiliated Director or Outside Director will be communicated to each such Director by the Chief Compliance Officer.

(A) AFFILIATED DIRECTORS

i. Initial Holdings Report

Upon becoming a Director, an Affiliated Director must submit a signed and dated Initial Holdings Report within ten (10) days of becoming Director. The Initial Holdings Report must contain the following information current as of a date not more than 45 days prior to the date of the report:

a. All Securities, including private investments as well as any AllianceBernstein-managed mutual funds, held in a Personal Account of the Affiliated Director or

A-21

held directly with the fund, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned;

b. The name of any broker-dealer or financial institution with which the Affiliated Director maintains a Personal Account in which any Securities are held for the Employee; and

c. Details of any outside business affiliations.

ii. Annual Holdings Report

Once each year, by a date to be specified by the Legal and Compliance Department, each Affiliated Director must provide to the Chief Compliance Officer a signed and dated report containing the following information as of a date not more than 45 days prior to the date of the report:

a. All Securities, including private investments as well as any AllianceBernstein-managed mutual funds, held in a Personal Account of the Affiliated Director or held directly with the fund, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned); and

b. The name of any broker-dealer or financial institution with which the Affiliated Director maintains a Personal Account in which any Securities are held for the Employee.

PLEASE NOTE: In the event that AllianceBernstein already maintains a record of the required information via duplicate copies of broker trade confirmations and account statements received from the Affiliated Director's broker-dealer(s), the Affiliated Director may satisfy this requirement by (i) confirming in writing (which may include e-mail) the accuracy of the record on at least an annual basis and (ii) recording the date of the confirmation.

iii. Quarterly Transaction Report

Within thirty (30) days following the end of each calendar quarter (see exceptions in section (c)), each Affiliated Director must provide to the Chief Compliance Officer, a signed and dated report disclosing all Securities transactions in any Personal Account. For each such Security, the report must contain the following information:

a. The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved;

b. The nature of the transaction (i.e., purchase or sale or any other type of acquisition or disposition);

c. The price of the Security at which the transaction was effected; and

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d. The name of the broker or other financial institution through which the transaction was effected.

(B) OUTSIDE DIRECTORS

i. IN GENERAL, PURSUANT TO VARIOUS REGULATORY RULE EXCEPTIONS AND INTERPRETATIONS, NO REPORTING IS REQUIRED OF OUTSIDE DIRECTORS. HOWEVER, IF AN OUTSIDE DIRECTOR KNEW, OR IN THE ORDINARY COURSE OF FULFILLING HIS OR HER OFFICIAL DUTIES AS A DIRECTOR SHOULD HAVE KNOWN, that during the 15-day period immediately before or after the Outside Director's transaction in a Security for a Personal Account, a Client bought or sold the Security, or the Client or AllianceBernstein considered buying or selling the Security, the following reporting would be required.

Quarterly Transaction Report.

In the event that a quarterly transaction report is required pursuant to the scenario in the preceding paragraph, subject to the exceptions in part (c) of this Section 8 below, each outside director must within thirty (30) days following the end of each calendar quarter, provide to the Chief Compliance Officer, a signed and dated report disclosing all Securities transactions in any Personal Account. For each such Security, the report must contain the following information:

b. The nature of the transaction (i.e., purchase or sale or any other type of acquisition or disposition);

c. The price of the Security at which the transaction was effected; and

d. The name of the broker or other financial institution through which the transaction was effected.

i. Duplicate Broker Confirmations and Account Statements

An Affiliated Director or Outside Director is not required to submit any report for any Securities transaction in a Personal Account provided that the transaction and required information are otherwise reported on duplicate copies of broker trade confirmations and account statements provided to the Chief Compliance Officer.

ii. Accounts with No Influence or Control

An Affiliated Director or Outside Director is not required to submit any report with respect to securities held in accounts over which the Affiliated Director or Outside

A-23

Director has no direct or indirect influence or control. In addition, an Affiliated Director and Outside Director may include a statement that the report is not to be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

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ALLIANCEBERNSTEIN L.P.

CODE OF BUSINESS CONDUCT AND ETHICS

CERTIFICATION

I hereby acknowledge receipt of the Code of Business Conduct and Ethics (the "Code") of AllianceBernstein L.P., its subsidiaries and joint ventures, which includes the AllianceBernstein Personal Trading Policies and Procedures attached as Appendix A to the Code. I certify that I have read and understand the Code and recognize that I am subject to its provisions.

I have reviewed my own situation and conduct in light of the Code. I confirm that I am in compliance with the Code, including the requirements regarding the manner in which I maintain and report my Securities holdings and transactions in my Personal Accounts (as such terms are defined in Appendix A of the Code) and conduct my personal securities trading activities.

In addition, I confirm that I have disclosed any potential conflicts of interest and am in compliance with:

- The requirements associated with the firm's Policy and Procedures for Giving and Receiving Gifts and Entertainment; and

- The requirements associated with the firm's Anti-Corruption Policy.

I understand that any violation(s) of the Code is grounds for immediate disciplinary action up to, and including, termination of employment.

Signature

Print Name

Date

PLEASE RETURN THIS FORM TO THE CHIEF COMPLIANCE OFFICER AT:
1345 AVENUE OF THE AMERICAS - 17TH FLOOR
NEW YORK, N.Y. 10105

[PLEASE NOTE THAT FOR THE ANNUAL CERTIFICATION PROCESS FOR EMPLOYEES, THIS
SIGNOFF IS PERFORMED ELECTRONICALLY VIA THE STARCOMPLIANCE CODE OF ETHICS
APPLICATION.]

MONDRIAN INVESTMENT
PARTNERS
CODE OF ETHICS

EFFECTIVE: JANUARY 2007

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS

CONTENTS

                                                                            page
                                                                            ----
            Introduction                                                      3
Section I   Summary of Restrictions and Requirements                          4
Section II  Mondrian Investment Partners Employee Code of Ethics              7
Section III Exemptions                                                       16
Section IV  Insider Trading Policies and Procedures                          18

       DATE                        VERSION
       ----          ----------------------------------
September 27, 2004   Initial Code of Ethics
February 01, 2005    First Amendments to Code of Ethics
September 01, 2005   Second Amendment to Code of Ethics
January 01, 2007     Third Amendment to Code of Ethics

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS

INTRODUCTION

This Code of Ethics "Code" covers all employees of Mondrian Investment Partners Limited and Mondrian Investment Partners (U.S.), Inc. (collectively "Mondrian"). The Code includes standards of business conduct that are expected of Mondrian employees, and that reflect Mondrian's fiduciary duties. The Code requires compliance with applicable U.S. federal securities laws, and incorporates procedures to implement such compliance. The responsibility for maintenance and enforcement of the Code lies substantially with the Chief Compliance Officer. Any violations of the Code must be reported promptly to the Chief Compliance Officer.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS

SECTION I

SUMMARY OF
RESTRICTIONS AND REQUIREMENTS

TABLES

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION I

CODE OF ETHICS SUMMARY TABLE

INVESTMENT ACCESS
ACTIVITY PROFESSIONALS* PERSONS*
-------- -------------- --------
A. BLACKOUT PERIODS

1. Trading is prohibited until the THIRD TRADING DAY FOLLOWING the execution of a x x
Mondrian trade in that same Security.

2. Trading by the named Portfolio Manager of a U.S. Registered Investment Company x
("RIC") is prohibited for SEVEN CALENDAR DAYS BEFORE OR AFTER the execution of
a trade in that same Security for that RIC.

B. PRECLEARANCE

1. All transactions in Securities, including IPOs, must be precleared (see Section x x
III for certain exemptions).Preclearance requests should be submitted using the
automated personal account dealing system PTA Connect. Staff will be notified
of approved or denied transactions via email. Preclearance is generally only
valid for twenty-four hours.

C. TRANSACTIONS

1. No more than twenty (20) Security transactions are permitted per calendar x x
month. This limit is applicable in aggregate to all Security transactions in
which the covered person has a beneficial interest.

D. INITIAL PUBLIC OFFERING

1. Purchasing any initial public offering without PRIOR written consent from the x x
Compliance Department is prohibited.

E. PRIVATE PLACEMENT

1. Purchasing any private placement without PRIOR written consent from the x x
Compliance Department is prohibited.

2. You must notify the Compliance Department if you hold a private placement of x
which the issuer is subject to investment consideration by Mondrian.

F. BAN ON SHORT-TERM TRADING PROFITS

1. All positions must be held for a period of 60 days, in aggregate, before they x x
can be closed at a profit. Any short term trading profits are subject to
disgorgement procedures (see Section III for certain exemptions).

G. GIFTS & ENTERTAINMENT; CHARITABLE AND POLITICAL GIVING

1. All gifts and entertainment received that are valued at (pound)10 ($15) or more x x
must be disclosed. Prior to accepting gifts or entertainment valued in excess
of (pound)100 ($150) you must obtain approval from the Chief Compliance Officer
(where practical).

2. All gifts and entertainment provided, regardless of value must be disclosed. x x
Prior to providing gifts or entertainment in excess of (pound)200 ($300) you
must obtain approval from the Chief Compliance Officer (where practical).

3. Staff are prohibited from using their personal charitable and/or political x x
giving to influence decision makers in a way that could directly benefit
Mondrian.

* Applies not only to the employee but, but also to members of the same household. Refer to the full Code for complete details

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION I

H. SERVICE AS A DIRECTOR

   1.  You must receive PRIOR written approval from the Compliance Department before            x             x
       you may serve on the board of directors, board of trustees or similar governing
       or oversight body of any company (public or private), charity, endowment,
       foundation or similar organisation.

REPORTING REQUIREMENTS TABLE

INVESTMENT ACCESS
REPORTING REQUIREMENTS PROFESSIONALS* PERSONS*
---------------------- -------------- --------
A. DISCLOSURE OF ALL PERSONAL HOLDINGS

1. All personal holdings must loaded onto PTA Connect within 10 days of employment x x
and reported annually thereafter.

A member of the Compliance team will initiate the process by creating an
account on the system and providing training.

B. RECORDS OF SECURITIES TRANSACTIONS

1. Employees must direct their broker(s) to forward confirmations of personal x x
transactions and monthly account statements to the Compliance Department.

2. Employees are required to complete a Personal Securities Transaction x x
declaration within 10 days of each quarter end using PTA Connect.

C. PERIODIC CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS

1. Employees must certify that they have read and understand the Code of Ethics x x
and have complied with all requirements of the Code. The certification will be
completed on PTA Connect.

The frequency of these certifications will be determined by the Compliance
Department.

D. VIOLATIONS

1. Employees must report any violations of the Code promptly to the Chief x x
Compliance Officer.

* Applies not only to the employee but, but also to members of the same household. Refer to the full Code for complete details.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS

SECTION II

CODE OF
ETHICS

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II

A. CREDO

IT IS THE DUTY OF ALL MONDRIAN EMPLOYEES, OFFICERS AND DIRECTORS TO CONDUCT THEMSELVES WITH INTEGRITY, AND AT ALL TIMES TO PLACE THE INTERESTS OF CLIENTS FIRST. IN THE INTEREST OF THIS CREDO, ALL PERSONAL SECURITIES TRANSACTIONS WILL BE CONDUCTED CONSISTENT WITH THE CODE OF ETHICS AND IN SUCH A MANNER AS TO AVOID ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST OR ANY ABUSE OF AN INDIVIDUAL'S POSITION OF TRUST AND RESPONSIBILITY. THE FUNDAMENTAL STANDARD OF THIS CODE IS THAT PERSONNEL SHOULD NOT TAKE ANY INAPPROPRIATE ADVANTAGE OF THEIR POSITIONS.

Mondrian is authorised and regulated by the Financial Services Authority in the UK and the Securities and Exchange Commission in the US. Both regulators set standards of ethical conduct which this Code is designed to adhere to. Furthermore, Rule 17j-1 under the US Investment Company Act of 1940 and Rule 204A-1 of the US Investment Advisers Act of 1940 (the "Rules") make it unlawful for certain persons, including any employee, officer or director of an investment adviser, in connection with the purchase or sale by such person of a security held or to be acquired by a client account:

(1) To employ any device, scheme or artifice to defraud;

(2) To make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances in which they are made, not misleading;

(3) To engage in any act, practice or course of business that operates or would operate as a fraud or deceit; or

(4) To engage in any manipulative practice.

The Rules also require investment adviser firms to adopt a written code of ethics containing provisions reasonably necessary to prevent certain persons from engaging in acts in violation of the above standard. Investment adviser firms should also use reasonable diligence and institute procedures reasonably necessary to prevent violations of that code. Employees must report any violations of the Code promptly to the Chief Compliance Officer.

This Code of Ethics is being adopted by Mondrian in compliance with the requirements of the Rules and to effect the purpose of the Credo set forth above.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II

B. DEFINITIONS:

"ACCESS PERSON"

means any Mondrian employee who has access to non-public information regarding clients' securities transactions or who has access to non public information regarding a client's portfolio holdings. This definition includes all staff who are not Investment Professionals e.g. client services and administrative staff. Those persons deemed to be Access Persons will be notified of this designation.

"BENEFICIAL OWNERSHIP"

shall be as defined in Section 16 of the US Securities Exchange Act of 1934 and the rules and regulations thereunder. Generally speaking, a 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, is a "beneficial owner" of the Security. For example, a person is normally regarded as the beneficial owner of Securities held by members of his or her immediate family sharing the same household. Additionally, ownership of a Derivative constitutes beneficial ownership of the underlying Security itself.

"BROKER"

means any entity with which an employee can establish a trading arrangement to facilitate the execution of a Security transaction including banks, dealers, internet trading facilities and spread betting service providers.

"Chief Compliance Officer"

means the person named as Chief Compliance Officer of Mondrian Investment Partners Limited.

"CONTROL"

shall mean investment discretion in whole or in part of an account regardless of beneficial ownership, such as an account for which a person has power of attorney or authority to effect transactions.

"DERIVATIVE"

shall include futures, options, contracts for differences, spread betting or any other device that provides exposure to profits or losses from any financial instrument or index (NB: this is intended to cover a wide range of financial exposures e.g. it includes interest rates and currencies).

"ENTERTAINMENT"

Attendance at an event (widely defined) given to/by a Mondrian staff member (including spouse or other guest) by/to a business related contact (including spouse or other guest) where the host would attend the event with the guest(s). Examples might include:

- A broker takes an Investment Professional to a sporting event - this may also include the provision of food and drink

- A custodian invites senior administration staff to join their staff at a sporting event e.g. a golf day

- Mondrian client services staff entertain a group of client representatives and their spouses to an evening meal and the theatre

NB: The following would not be classified as Entertainment 1) receipt of food and drink during a business meeting provided that the receipt of such is incidental to the purpose of the meeting or 2) meals as part of a business trip where the recipient and giver pay for a relatively equal share of such costs over the period of the trip.

"GIFT"

An item of value given to/by a Mondrian staff member (including spouse or other guest) by/to a business related contact (including spouse or other guest). Examples might include:

- A company that Mondrian is researching gives a product sample to an Investment Professional for their personal use which they keep

- A broker gives a Trader a case of wine at Christmas

- A broker gives an Investment Professional tickets to a football match but does not attend

- A Mondrian Client Services Officer gives a client Trustee or a consultant tickets to a sporting event

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II

"HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS"

shall mean any instrument that has a maturity at issuance of less that 366 days and that is rated in one of the two highest rating categories by an internationally recognised statistical rating organisation.

"INVESTMENT PROFESSIONAL"

means any employee who, in connection with his/her regular functions or duties, makes or participates in, the making of investment decisions affecting a client. Investment Professional includes portfolio managers, research analysts and anyone that assists them directly in the execution of their duties e.g. implementation staff and assistant portfolio managers. Secretarial support staff working within the investment teams are not included in this definition.

"MANAGED ACCOUNTS"

means an account that is professionally managed by a third party. Managed Accounts require pre-approval through the Compliance Department prior to starting up the account. The Compliance Department will consider the facts and circumstances of the account, including the functions and duties of the employees, when approving or denying such accounts. Trading in Managed Accounts is exempt from preclearance requirements. However, all trades still require reporting and duplicate statements and confirmations must be sent to the Compliance Department. Preclearance is only exempt for trades initiated by the third party. All trades initiated by the employee require preclearance.

"MONDRIAN"

means Mondrian Investment Partners Limited and Mondrian Investment Partners (U.S.), Inc.

"PTA CONNECT"

means the web-based system used by Mondrian to manage the approval, reporting and record keeping processes associated with personal account trading and Gifts and Entertainment.

"SECURITY"

shall have the meaning as set forth in Section 2(a)(36) of the US Investment Company Act of 1940 which provides a very broad ranging definition of a security. In addition, the purchase, sale or exercise of a Derivative shall constitute the purchase or sale of the underlying Security or exposure.

The following instruments are EXCLUDED:

- securities issued or guaranteed by Supranationals and their agencies, any recognised government, and in the case of the government of the United States or any of its federal agencies, bankers' acceptances, bank certificates of deposit, commercial paper, High Quality Short-term Debt Instruments including repurchase agreements

- unit investment trusts ("UIT") (but see below)

- shares of open-end registered investment companies (but see below)

- municipal fund securities (i.e. 529 Plans)

The following instruments are NOT EXCLUDED (and therefore are subject to the restrictions of this Code)

- mutual funds and unit investment trusts of which Mondrian is the adviser and/or sub-adviser, see Appendix A for a list of these Funds

- UK registered Investment Trusts

- open-end exchange traded funds and UIT exchange traded funds

IMPORTANT NOTE: IF YOU ARE UNCERTAIN AS TO WHETHER A HOLDING OR POSITION FALLS WITHIN THE DEFINITION OF A SECURITY YOU SHOULD ASSUME IT IS INCLUDED UNLESS ADVISED OTHERWISE BY THE COMPLIANCE DEPARTMENT.

"SECURITY BEING "CONSIDERED FOR PURCHASE OR SALE" OR "BEING PURCHASED OR SOLD"" means when a recommendation to purchase or sell the Security has been made and communicated to the Trading Desk and with respect to the person making the recommendation, when such person seriously considers making, or when such person knows or should know that another person is seriously considering making, such a recommendation.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II

C. PROHIBITED ACTIVITIES

I. THE FOLLOWING RESTRICTIONS APPLY TO ALL ACCESS PERSONS AND INVESTMENT PROFESSIONALS.

(a) No Access Person or Investment Professional shall engage in any act, practice or course of conduct, which would violate the provisions of the Rules set forth above.

(b) No Access Person or Investment Professional shall purchase or sell, directly or indirectly, any Security which to his/her knowledge is being actively considered for purchase or sale by Mondrian; except that this prohibition shall not apply to:

(1) purchases or sales that are non-volitional on the part of either the person or the account;

(2) purchases which are part of an automatic dividend reinvestment 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) other purchases and sales specifically approved by the Managing Director, with the advice of the General Counsel and/or the Chief Compliance Officer, and deemed appropriate because of unusual or unforeseen circumstances. A list of securities excepted will be maintained by the Compliance Department; and

(5) purchases or sales made by a third party in a Managed Account, provided that such purchases or sales do not reflect a pattern of conflict.

(c) No Access Person or Investment Professional may execute a buy or sell order for an account in which he or she has beneficial ownership or control until the third trading day following the execution of a Mondrian buy or sell order in that same Security.

(d) Despite any fault or impropriety, any Access Person or Investment Professional who executes a buy or sell for an account in which he/she has beneficial ownership or control either (i) before the third trading day following the execution of a Mondrian order in the same Security, or (ii) when there are pending orders for a Mondrian transaction as reflected on the open order blotter, shall forfeit any profits made (in the event of purchases) or loss avoided (in the event of sales), whether realised or unrealized, in the period from the date of the personal transaction to the end of the proscribed trading period. Payment of the amount forfeited shall be made by cheque or in cash to a charity of the person's choice and a copy of the cheque or receipt must be forwarded to the Compliance Department.

(e) Except for Managed Accounts meeting the provisions of Section I(b)(5) above, each Access Person's and each Investment Professional's personal transactions or transactions for an account in which he/she has beneficial ownership or control must be precleared using the PTA Connect system. The request for preclearance must be submitted prior to entering any orders for personal transactions. Preclearance is generally only valid for 24 hours after the request is authorised and if the order is not executed within the 24 hour period, the preclearance request must be resubmitted. In certain circumstances, where the timing of the trade execution is outside of the control of the Access Person or Investment Professional, the Compliance Department may allow an extension to this period. Regardless of preclearance, all transactions remain subject to the provisions of
(b), (c) and (d) above.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II

(f) Short term trading in Securities resulting in a profit is prohibited. All opening positions must be held for a period of 60 days, in the aggregate, before they can be closed at a profit. Any short term trading profits are subject to the disgorgement procedures outlined above and at the maximum level of profit obtained. The closing of positions at a loss within 60 days is not prohibited.

(g) Access Persons and Investment Professionals are prohibited from purchasing any initial public offering without the PRIOR written consent of the Compliance Department. A separate approval form will need to be completed.

(h) No Access Person or Investment Professional shall purchase any private placement without express PRIOR written consent by the Compliance Department. All private placement holdings are subject to disclosure to the Compliance Department.

(i) No Access Person or Investment Professional shall operate a brokerage or other trading account(s) with an individual or combined net loss in any Derivative position of more than (pound)25,000 ($40,000). Brokerage or other trading accounts with an individual or combined net loss of more that (pound)20,000 ($30,000) should be reported to the Compliance department immediately. In relation to positions covered by assets held separately (i.e. not in the brokerage account which has a net loss position), the Chief Compliance Officer may permit an exemption from this requirement.

(j) No Access Person or Investment Professional shall participate in online discussions related to Securities e.g. internet discussion boards or chat rooms by posting or encouraging others to post (however, Access Persons and Investment Professionals are not prohibited from passively reading such online discussions). This prohibition includes all Securities whether or not held by Mondrian clients.

(k) Access Persons and Investment Professionals require PRIOR written approval from the Compliance Department before they may serve on the board of directors, board of trustees or similar governing or oversight body of any company (public or private), charity, endowment, foundation or similar organisation.

II. IN ADDITION TO THE REQUIREMENTS NOTED IN SECTION I, THE FOLLOWING ADDITIONAL RESTRICTIONS APPLY TO ALL INVESTMENT PROFESSIONALS.

(a) Investment Professionals that hold a private placement must receive permission from the Compliance Department prior to any participation by such person in Mondrian's consideration of an investment in the same issuer.

(b) No named Portfolio Manager of a U.S. Registered Investment Company ("RIC") may execute a buy or sell order for an account for which he/she has beneficial ownership within seven calendar days before or after that RIC account, trades in that Security.

(c) Despite any fault or impropriety, any Investment Professional who executes a personal transaction within seven calendar days before or after a RIC account, for which they are a named Portfolio Manager, trades in that Security, shall forfeit any profits made (in the event of purchases) or loss avoided (in the event of sales), whether realised or unrealised, in the period from the date of the personal transaction to the end of the prescribed trading period. Payment of the amount forfeited shall be made by cheque or in cash to a charity of the person's choice and a copy of the cheque or receipt must be forwarded to the Compliance Department.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II

D. GIFTS & ENTERTAINMENT; CHARITIABLE AND POLITICAL GIVING

I. THE FOLLOWING RESTRICTIONS APPLY TO ALL ACCESS PERSONS AND INVESTMENT PROFESSIONALS.

(a) Gift and Entertainment Receipt:

(i) Staff should not accept and retain Gifts or Entertainment valued between (pound)10 ($15) and (pound)100 ($150) without notifying the Chief Compliance Officer as soon as possible using the Gift Declaration Form (available under General Forms on the Legal & Compliance page of the Intranet).

(ii) Staff should not accept and retain Gifts or Entertainment valued over (pound)100 ($150) without obtaining the PRIOR consent of the Chief Compliance Officer or Managing Director using the Gift Declaration Form (where practical) (available under General Forms on the Legal & Compliance page of the Intranet).

(iii) Mondrian may from time to time impose limits on the value of gifts or entertainment that individuals can receive and that Mondrian staff, in total, can accept from brokers or others over a set period of time. These will be separately notified to staff as and when necessary.

(b) Gift and Entertainment Giving:

(i) All Gifts and Entertainment to clients, consultants or other business related contacts must be reported (regardless of whether the staff member seeks reimbursement from Mondrian) using the relevant expense reimbursement forms/system.

(ii) Staff may not give Gifts or Entertainment valued in excess of
(pound)200 ($300) to clients, consultants or other business related contacts without the prior consent of the Chief Compliance Officer or Managing Director (where practical).

(iii) Mondrian may from time to time impose limits on the value of gifts or entertainment that individuals can give and that Mondrian staff, in total, can give to a particular party over a set period of time. These will be separately notified to staff as and when necessary.

Staff are prohibited from using their personal charitable and/or political giving to influence decision makers in a way that could directly benefit Mondrian (e.g. a Client Services Officer making a large donation to a charity supported by a consultant who may be influential in Mondrian's appointment or retention by a client would not be permitted).

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II

E. REQUIRED REPORTS

I. THE FOLLOWING REPORTS ARE REQUIRED TO BE MADE BY ALL ACCESS PERSONS AND INVESTMENT PROFESSIONALS.

(a) Disclose brokerage or other trading relationships at employment and at the time of opening any new account. All brokerage accounts should be set-up on PTA Connect by the staff member.

(b) Direct their brokers to supply to the Compliance Department, on a timely basis, duplicate copies of all confirmations and statements for all brokerage or other trading accounts and Managed Accounts. (In the U.K., all contract notes and periodic statements). In the case of a brokerage relationship where a margin account is available (NB: this includes a spread betting account), the broker must supply the Compliance Department with a monthly statement.

(c) Each quarter, no later than the tenth day after the end of the calendar quarter, complete a Personal Security Transaction declaration using PTA Connect.

(d) All personal holdings must be loaded onto PTA Connect no later than 10 days following commencement of employment. A member of the Compliance team will provide instructions on system usage.

(e) Provide Annual Holdings reports containing information regarding all personal Securities holdings. This report must be current as of a date no more than 30 days before the report is submitted. The report should be submitted using PTA Connect.

(f) Quarterly Gift and Entertainment certifications must be submitted by the end of the month following each calendar quarter end. Certifications are to be submitted using PTA Connect.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II

F. ADMINISTRATIVE PROCEDURES

I. THE FOLLOWING ADMINISTRATIVE PROCEDURES SHALL APPLY.

(a) The Compliance Department of Mondrian will identify all Access Persons and Investment Professionals and will notify them of this classification and their obligations under this Code. The Compliance Department will also maintain procedures regarding the review of all reports required to be made under the Rules.

(b) The Compliance Department shall keep records of Access Persons' and Investment Professionals' holdings and transaction reports, the names of all Access Persons and Investment Professionals for the past five years, and records of decisions approving Access Persons' and Investment Professionals' acquisitions of IPO's and private placements. The Compliance Department shall maintain copies of the Code of Ethics, records of Code violations and action taken as a result of Code violations, and copies of employees' written acknowledgements of receipt of the Code. Such records shall be kept by the Compliance Department for five years in an easily accessible place, and for the first two years in Mondrian's office premises.

(c) The Compliance Department shall perform periodic reviews of notifications and reports required to be made under the Rules, as part of its annual Compliance Monitoring Programme.

(d) The Compliance Department shall report to the Chief Operating Officer or Managing Director any apparent violations of the prohibitions or reporting requirements contained in this Code of Ethics. The Chief Operating Officer or Managing Director, will review the reports made and determine whether or not the Code of Ethics has been violated and shall determine what sanctions, if any, should be imposed in addition to any that may already have been imposed. Breaches of this Code of Ethics are considered to be a serious matter and can lead to disciplinary action, up to and including, dismissal.

(e) On a quarterly basis, a summary report of material violations of the Code and the sanctions imposed will be made to the Compliance Committee (a committee of the Board of Directors of Mondrian Investment Partners Limited). In reviewing this report, the Compliance Committee will consider whether the appropriate sanctions were imposed. When the Compliance Department finds that a transaction otherwise reportable above could not reasonably be found to have resulted in a fraud, deceit or manipulative practice in violation of the Rules, it may, in its discretion, lodge a written memorandum of such finding in lieu of reporting the transaction.

G. GENERAL GUIDANCE

I. THE FOLLOWING GENERAL GUIDANCE SHALL APPLY.

(a) The value of Gifts and Entertainment should be determined using the following guidelines:

- The full value of any entertainment package should be disclosed
i.e. if an event includes food and beverages, they must be taken into account. Often the package will be provided by a corporate hospitality provider and there will be a total cost price available from the provider.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II

- If no total value is provided, a best estimate which errs on the high side should be given.

- The market value of a gift should also be taken into account e.g. the face value of a FA Cup Final/Super Bowl ticket will be a lot lower than the market value.

- The value of any gift received by or given to a spouse or other guest must also be reported (for example if a broker provides and entertainment package and the Mondrian staff members brings their spouse, the value provided to the spouse must also be reported).

(b) Stop loss arrangements may be put in place to limit exposure to loss in fast moving markets provided that:

- they have been authorised on a trade by trade basis by the Chief Compliance Officer prior to requesting preclearance

- details of the stop loss limit are noted in the comments section of the PTA Connect preclearance request

- the stop loss limit is not adjusted during the life of the derivative position without a new preclearance being sought and approved

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION II

APPENDIX A - LIST OF MUTUAL FUNDS AND OTHER COLLECTIVE INVESTMENT VEHICLES SUBJECT TO THE CODE OF ETHICS (AS AT OCTOBER 20, 2009)

- AssetMark International Equity Fund

- BBH International Equity Fund

- Delaware Pooled Trust - The Emerging Markets Portfolio

- Delaware Pooled Trust - The Global Fixed Income Portfolio

- Delaware Pooled Trust - The International Equity Portfolio

- Delaware Pooled Trust - The International Fixed Income Portfolio

- Delaware Pooled Trust - The Labor Select International Equity Portfolio

- Guidestone Funds Trust - The International Equity Fund

- Laudus International MarketMasters Fund

- Laudus Mondrian - Family of Funds

- Lincoln(UK) Emerging Markets Trust

- Lincoln (UK) Far East Trust

- Lincoln (UK) Income Trust

- Lincoln Variable Insurance Products Trust - International Fund

- Lincoln Variable Insurance Products Trust - Global Income Fund

- Mondrian Investment Group - Range of Limited Partnerships

- Mondrian Multifund SPC Limited - Range of Alpha Funds

- Optimum Fund Trust - Optimum International Fund

- RiverSource Investments - International Select Value Fund

- Russell Investments Canada - Overseas Equity Fund

- Russell Investments Canada - Sovereign Overseas Equity Pool

- Russell Investment Company - International Fund

- Russell Investment Company - Large Cap International Equity

- Threadneedle (Lux) - Concentrated Large Cap Global Emerging Markets Equity

- Threadneedle (Lux) - Japanese Equities

- TIFF Investment Program, Inc - TIFF International Equity Fund

- TIFF Investment Program, Inc - TIFF Multi-Asset Fund

- UBS PACE Select Advisors Trust - UBS PACE International Equity Investments

- UBS PACE Select Advisors Trust - UBS PACE International Emerging Markets Equity Investments

- Ultra Series Fund

- Vantagepoint International Fund

AN UP TO DATE VERSION OF THIS LIST IS MAINTAINED ON THE LEGAL AND COMPLIANCE PAGE OF THE MONDRIAN INTRANET.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS

SECTION III

EXEMPTION LIST

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS

THE FOLLOWING ARE EXEMPT FROM THE 60-DAY MINIMUM HOLD RULE:

- Derivative positions on the following indices:

Dow Jones Industrial Average

S&P 500 Index

S&P 100 Index

NASDAQ 100 Index

Russell 2000 Index

EUROTOP 100 Index

Financial Times Stock Exchange (FT-SE) 100 Index

- Derivative positions on commodities and currencies.

- Derivative positions on interest rates.

- Derivative positions on government bonds.

Please keep in mind that while you are not required to hold positions in the above instruments for 60 days, ALL OTHER REQUIREMENTS OF THE CODE OF ETHICS MAY STILL APPLY INCLUDING THE NEED TO PRECLEAR AND REPORT TRANSACTIONS IN THESE INSTRUMENTS AND THE MAXIMUM LOSS RESTRICTION.

THE FOLLOWING ARE EXEMPT FROM THE PRECLEARANCE RULE:

- Derivative positions on the following indices:

Dow Jones Industrial Average
Financial Times Stock Exchange (FT-SE) 100 index S&P 500 Index

- Derivative positions that involve the following currencies:

Sterling
US Dollar
Euro
Japanese Yen

Please keep in mind that while you are not required to obtain preclearance to trade in the above instruments, ALL OTHER REQUIREMENTS OF THE CODE OF ETHICS MAY STILL APPLY INCLUDING THE NEED TO REPORT TRANSACTIONS IN THESE INSTRUMENTS AND THE MAXIMUM LOSS RESTRICTION.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS

SECTION IV

INSIDER TRADING
POLICIES AND PROCEDURES

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV

INSIDER TRADING POLICIES AND PROCEDURES

A. INTRODUCTION

Mondrian Investment Partners Limited and Mondrian Investment Partners (U.S.), Inc. (collectively "Mondrian") and you, as a Mondrian employee, are regulated by certain laws governing insider trading. To protect both you and Mondrian from legal liability, Mondrian has prepared this Policy Statement on Insider Trading and Securities Fraud, which establishes specific standards that will facilitate your compliance with applicable legal requirements. The Policy Statement describes limitations, restrictions and procedures for transactions in securities and other instruments by Mondrian employees for themselves or for accounts over which they may have discretion or influence.

All employees are expected to be familiar with and to abide by this Policy Statement. From time to time, you may be asked to certify in writing that you understand and have complied with this Policy Statement. Supervisory officers should periodically reinforce the importance of this Policy Statement to employees under their supervision and point out provisions of particular relevance.

There may be limited circumstances that warrant a waiver to certain rules of this Policy Statement. Requests for any such waivers must be fully documented and approved in advance by the Managing Director with the advice of the General Counsel and Chief Compliance Officer. All waivers and violations of this Policy Statement must be reported promptly to the Insider Trading Committee.

If you have any questions about the Policy Statement, ask your supervisor or consult with the Compliance Department. If you suspect that there has been a violation of this Policy Statement, you should contact the Compliance Department. All such communications will be handled in a confidential manner.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV

B. DEFINITIONS

Terms used in this Policy Statement are defined as follows:

MATERIAL INFORMATION:

Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, sell, or hold securities. Obviously, information that would affect the market price of a security would be material. A few examples of information that might be considered material:

- dividend increases or decreases;

- extraordinary borrowings or liquidity problems;

- a proposal or agreement for merger, acquisition, or divestiture;

- pending discoveries or developments such as new products or patents;

- a proposal to redeem securities;

- developments regarding a company's senior management;

- information about major contracts or orders.

The above list is not intended to be exhaustive. All relevant circumstances must be considered in making a determination. If in doubt, you should treat the information as material and consult with Legal or Compliance.

NON-PUBLIC INFORMATION:

Information about a company is non-public if it is not generally available to the investing public. Information received under circumstances indicating that it is not yet in general circulation and may be attributable, directly or indirectly, to the company or its insiders may be deemed nonpublic information. Information appearing in widely accessible sources - such as newspapers and the Dow Jones News Wire - becomes public relatively soon after publication but you should not assume that the information is immediately in the public domain; information appearing in less accessible sources - such as regulatory filings or analysts' reports - may take 48 hours or more before it is deemed public. If you have any doubt about whether information meets the legal requirements for being public, consult with Legal or Compliance before taking any action.

SECURITIES FRAUD:

Securities fraud can occur in various ways and generally includes any act or practice which employs material non-public information to defraud another. For instance, engaging in personal transactions in securities with knowledge that they are being purchased or sold by a Mondrian Fund or managed separate account where an advantage might be gained as a result of these transactions is prohibited. This type of information is both confidential and proprietary and its use for personal gain through personal securities transactions is a violation of U.K. and U.S. federal securities laws.

INSIDER:

The concept of "insider" is broad. It includes officers, directors and employees of the company, which issued the securities in question. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and, in that capacity, is given access to information which is intended solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organisations. In addition, Mondrian may become a temporary insider of a company it advises or for which it performs other services. The U.S. Supreme Court has held that a company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV

INSIDER TRADING:

Although not specifically defined in the federal securities laws, the term insider trading is generally used to refer to the use of material non-public information to trade in securities (in certain instances, whether or not one is an "insider") or the communication of material non-public information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits:

a. Trading by an insider while in possession of material non-public information, or

b. Trading by a non-insider while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated, or

c. Communicating material non-public inside information to others for personal profit or for the profit of another person .

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV

C. POLICY STATEMENT AND PENALTIES

POLICY STATEMENT

No officer, director or employee of Mondrian shall trade securities, either personally or on behalf of others, including investment companies and private accounts managed by Mondrian, while in the possession of material non-public information directly or indirectly acquired:

- from sources within the corporation whose securities are involved;

- in violation of law or breach of duty to such corporation; or

- otherwise in connection with any scheme, practice or device to commit a fraud involving the purchase or sale of securities.

In addition, no officer, director, or employee of Mondrian shall communicate such material non-public information to others.

This Policy Statement applies to every officer, director and employee and extends to activities within and outside their duties at Mondrian.

Every officer, director and employee must read and retain this Policy Statement. Any questions regarding this Policy Statement or the procedures described herein should be referred to Legal or Compliance.

This Policy Statement is designed to prevent the misuse of material non-public information in violation of the UK laws, FSA rules, US federal securities laws and the rules and regulations thereunder, including so-called "insider trading" and other unlawful and fraudulent practices. This Policy Statement is in addition to the policies under Mondrian's Code of Ethics.

PENALTIES FOR INSIDER TRADING AND SECURITIES FRAUD

Penalties for violating the Federal securities laws by trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and for their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties may include:

- civil injunction

- treble damages

- disgorgement of profit made or loss avoided

- jail sentences

- fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and

- fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

Any violation of this Policy Statement can be expected to result in serious sanctions by Mondrian including dismissal of the person involved. In addition, all violations of criminal laws applicable to Mondrian are reported to the appropriate authorities for possible prosecution.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV

D. PROCEDURES

The following procedures have been established to aid the officers, directors and employees of Mondrian in avoiding insider trading, and to aid Mondrian in preventing, detecting and imposing sanctions with respect to insider trading. Every officer, director and employee of Mondrian must follow these procedures or risk serious sanctions, including dismissal by Mondrian and the imposition of substantial personal liability and criminal penalties.

1. IDENTIFYING PROHIBITED TRANSACTIONS

Before trading for yourself or others, including investment companies or private accounts managed or advised by Mondrian, in the securities of a company about which you may have what may be confidential or potential inside information, ask yourself the following questions:

a. Is the information "inside" information? Has the information been acquired, directly or indirectly (i) from sources within the corporation whose securities are involved or (ii) in violation of the law or the breach of any duty to such corporation?

b. Even if the information is not "inside" information, is it confidential and would its use in the transaction be a violation of trust, a breach of a duty owed to a third party, or operate as a fraud?

c. Is the information material? Is this information that an investor would consider important in making his or her investment decision? Is this information that would materially effect the market price of the securities if generally disclosed?

d. Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in REUTERS, THE FINANCIAL TIMES, THE WALL STREET JOURNAL or other publications of general circulation?

If after consideration of the above, you are not certain about whether the information is "inside" information, is material, and/or is non-public, or if you have questions as to whether the proposed transaction may involve the use of material non-public information (whether or not "insider" information) in a fashion which may operate as a fraud, unfairly disadvantage another or otherwise violate the securities laws, you should take the following steps:

a. Bring the matter immediately to the attention of the Chief Compliance Officer and do not communicate the information to ANYONE ELSE inside or outside Mondrian other than the Chief Compliance Officer.

c. Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by Mondrian.

The Chief Compliance Officer will promptly advise you as to what, if anything, you need to do. If deemed necessary, the Chief Compliance Officer may refer the matter to the Insider Trading Committee. After the INSIDER TRADING COMMITTEE has reviewed the issue, you may be given further instructions. The members of the Committee are as follows:

Chief Compliance Officer

Chief Operating Officer

Chief Investment Officer

Regional Research Director

General Counsel

Committee decisions require approval by at least three of the above officers with AT LEAST ONE member from Legal/Compliance and one senior member from the Investment team.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV

2. RESTRICTING ACCESS TO MATERIAL NON-PUBLIC INFORMATION

Material, non-public information in your possession that you identify as "inside" or confidential information may not be communicated to anyone, including persons within Mondrian except as provided in Section II above and except that confidential information as to proposed transactions in the portfolios of the funds or advised accounts and proprietary research information properly acquired by Mondrian, its officers, directors and employees, may be communicated within Mondrian as required for the proper conduct of its business. In addition, care should be taken so that such information is secure. For example, files containing material non-public "inside" or confidential information should be sealed and access to computer files containing such information should be restricted.

3. RESOLVING ISSUES CONCERNING INSIDER TRADING

If, after consideration of the items set forth in Section II above, doubt remains as to whether information is "inside" information, confidential, material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Chief Compliance Officer before trading or communicating the information to anyone.

4. RESTRICTED LIST

In order to facilitate compliance with this Policy Statement, Mondrian maintains a Restricted List. The Restricted List identifies companies whose securities have tight restrictions on their trading and recommendation to others by Mondrian employees. This list is also used to monitor trading by Mondrian employees when Mondrian is in possession of certain information.

The Restricted List contains the names of companies whose securities are restricted from trading by ALL Mondrian accounts and/or employees. These securities cannot be purchased, sold, or recommended by any employee and are usually on the list for a specified time period.

Although the reasons for including a company on the Restricted List may vary, a company with publicly traded securities should be considered for inclusion in situations that present a conflict of interest (real or perceived) or where certain personnel are expected to have non-public information about a company.

Examples of situations when a company should be put on the Restricted List are:

- A company is permanently on the Restricted List when an Investment Professional is a member of the company's board.

- Companies about which Mondrian possesses material non-public inside information.

The Compliance Department is responsible for maintaining the Restricted List

Employees should notify the Chief Compliance Officer of all companies that should be added to the list. If you are not sure about whether a situation warrants a company being put on the list, please consult with the Chief Compliance Officer.

The Compliance Department will check preclearance requests for issuers on the Restricted List.

MONDRIAN INVESTMENT PARTNERS CODE OF ETHICS
SECTION IV

E. SUPERVISORY PROCEDURES, PREVENTION AND DETECTION

SUPERVISORY PROCEDURES

The role of Legal and Compliance is critical to the implementation and maintenance of Mondrian's policies and procedures against insider and other fraudulent trading practices. Supervisory Procedures can be divided into two classifications - prevention and detection.

PREVENTION OF IMPROPER TRADING

Prevention of improper trading in securities requires that Mondrian establish, maintain and enforce appropriate policies, and that all personnel be aware of and understand these policies, the seriousness with which they are viewed and enforced and the potential sanctions for their violation.

To that end, the Insider Trading Committee will:

a. familiarise officers, directors and employees with Mondrian's policies and procedures.

b. answer questions regarding Mondrian's policy and procedures described in this Policy Statement.

c. resolve issues as to whether information received "inside" or in confidence is material and/or non-public.

d. review on a regular basis and update as necessary Mondrian's policy and procedures.

e. when it has been determined that an officer, director or employee of Mondrian has material non-public "inside" or confidential information,

(1) implement measures to prevent dissemination or misuse of such information, and

(2) if necessary, restrict officers, directors and employees from trading the securities.

DETECTION OF IMPROPER TRADING

To prevent the misuse in violation of the relevant UK and US federal securities laws and the rules and regulations thereunder, of material non-public information by Mondrian or persons associated with Mondrian, the Compliance Department reviews and compares the securities transactions of advised accounts (both fund and separate accounts) with transactions of employees to detect instances where an employee may have taken advantage of confidential information relating to current or proposed transactions by the funds and accounts, for the employee's own personal gain.

It should be noted that it is not a violation of Mondrian's policy or a breach of an employee's fiduciary duty to Mondrian to purchase or sell securities for the employee's own account while in possession of proprietary research information properly acquired by Mondrian, its officers, directors or employees, provided that the purchase or sale does not otherwise violate Mondrian's Policy Statement on Insider Trading and Securities Fraud or any other part of Mondrian's Code of Ethics.

MARSICO CAPITAL MANAGEMENT, LLC
THE MARSICO INVESTMENT FUND
CODE OF ETHICS

A.   INTRODUCTION AND OVERVIEW.....................................................    2
B.   KEY DEFINITIONS...............................................................    3
C.   PERSONS COVERED BY THE CODE...................................................    4
D.   SUMMARY OF GENERAL CONDUCT GUIDELINES FOR PERSONAL INVESTMENTS................    5
D.1. PROHIBITED AND PERMITTED TRANSACTIONS IN RESTRICTED-REPORTABLE INVESTMENTS....    6
D.2. PERMITTED TRANSACTIONS IN OTHER INVESTMENTS...................................    8
D.3. SALE TRANSACTIONS REQUIRING PRE-CLEARANCE.....................................    9
D.4. SPECIAL TRANSACTIONS REQUIRING PRE-CLEARANCE OF PURCHASE OR SALE..............   10
E.1. REPORTING OBLIGATIONS.........................................................   12
E.2. REVIEW OF REPORTS AND OTHER DOCUMENTS.........................................   15
F.   VIOLATIONS OF THE CODE........................................................   15
G.   PROTECTION OF MATERIAL, NON-PUBLIC INFORMATION................................   15
H.1. MISCELLANEOUS ISSUES CONCERNING BOARD SERVICE, GIFTS, AND LIMITED OFFERINGS...   16
H.2. RECORDKEEPING REQUIREMENTS....................................................   17
H.3. BOARD APPROVAL AND ANNUAL REVIEW REQUIREMENTS.................................   18
I.   DEFINITIONS OF CERTAIN TERMS..................................................   18
J.   ADOPTION AND EFFECTIVE DATE...................................................   21

A. INTRODUCTION AND OVERVIEW

This is the Code of Ethics ("Code") of Marsico Capital Management, LLC ("MCM") and The Marsico Investment Fund (the "Funds") (together, "Marsico"). The Code imposes stringent restrictions on personal investing and on other business activities and gifts to help ensure that our professional and personal conduct preserves Marsico's reputation for high standards of ethics and integrity.

The Code applies to Employees and other Covered Persons identified in
Section B below. As used in the Code, terms such as "you," "your" "we," and "our" may refer to Employees alone or to Covered Persons generally (including Employees and related persons as defined in Section B.1.), depending on the context. Please ask the Compliance Department if you have any questions. It is your responsibility to become familiar with the Code and comply with it as a condition of your employment. Violations will be taken seriously and may result in sanctions including termination of employment.

The Code's restrictions reflect fiduciary duties and other duties that we owe to clients (including the Marsico Funds and their shareholders), such as:

- The duty to place the interests of clients first and avoid abuses of their trust

- Treat clients with care, loyalty, honesty, and good faith

- Treat clients equitably and avoid favoritism

- Don't place own interests ahead of clients

- Don't take an investment opportunity that belongs to clients

- The duty to avoid (or manage, minimize, or disclose) material conflicts of interest

- Stringent restrictions on personal investing help to maintain focus on client interests and minimize investment-related conflicts of interest

- Restrict outside business activities to minimize other conflicts of interest

- Seek to disclose material conflicts of interest that cannot be avoided

- The duty not to take inappropriate advantage of position

- Avoid extravagant gifts or entertainment from service providers or clients to minimize questions about reasons for working with them

- The duty to comply with securities laws

- Don't defraud or mislead clients through misstatements or failures to state material facts

- Don't engage in practices that may constitute fraud or deceit upon clients

Because regulations and industry standards can change, Marsico reserves the right to amend any part of the Code. Marsico also may grant exemptions when necessary if no harm

to clients is expected to result and the exemption is documented by the Compliance Department.

No code of ethics can anticipate every situation. Even if no specific Code provision applies, please abide by the general duties and other principles of the Code outlined above. If you have any questions about the Code or whether certain matters may be covered by it, please contact the Compliance Department or the Legal Department.

B. KEY DEFINITIONS

A few key capitalized terms in the Code are defined here. Other terms are defined in Section I later in the Code.

1. COVERED PERSON - means all persons subject to any Code requirements, including all Employees; their immediate family members by blood or marriage living in an Employee's household; any relative or non-relative who shares significant financial arrangements with an Employee (as may be reflected in, without limitation, a joint checking account or investment account); and any other Access Person as defined in Section I.

Among other Code requirements extending to all Covered Persons, Employees must report certain accounts and transactions for themselves and related Covered Persons, including:

- ANY ACCOUNT in which a Covered Person has a direct or indirect Beneficial Ownership interest, and TRADES IN SUCH ACCOUNTS, unless Compliance determines otherwise.

- ANY OTHER ACCOUNT over which a Covered Person has direct or indirect influence or control (generally including an account in which a person has a direct or indirect material interest in the outcome of trades in the account), and TRADES IN SUCH ACCOUNTS, unless Compliance determines otherwise.

2. COVERED SECURITY - means all securities and similar investments subject to the Code, including any stock, bond, or other instrument that is considered a "security" under the Investment Company Act or futures or options based on such securities (including any interests in private investment funds, hedge funds, and all kinds of limited partnerships), but not including certain securities listed in C. below. Covered Securities are generally categorized as follows:

A. RESTRICTED-REPORTABLE INVESTMENTS - means those investments that a Covered Person generally MAY NOT PURCHASE OR SELL SHORT, MUST PRE-CLEAR ANY SALES OR EXCHANGES OF, and MUST REPORT ANY HOLDINGS OF AND TRANSACTIONS IN. Restricted-Reportable Investments include the following:

- Shares of publicly traded common stock or preferred stock

- Corporate bonds

- Closed-end funds

- Exchange-traded funds ("ETFs") or exchange-traded notes ("ETNs") or similar products that are linked to securities indices, sectors/industries, or commodities (SALES OF ETFS OR ETNS DO NOT REQUIRE PRE-CLEARANCE)

- Futures, options, or other derivatives based directly on particular Restricted-Reportable Investments

- Shares of funds sub-advised by Marsico ("MCM Sub-Advised Funds")

The Marsico Funds are also considered Restricted-Reportable Investments for purposes of this Code, although they can be PURCHASED without limit through UMB Fund Services ("UMB") or through MCM's 401(k) plan ("Great-West"). Sales of Marsico Fund shares must be pre-cleared.

B. REPORTABLE INVESTMENTS - means those investments that a Covered Person generally can purchase, hold, exchange, sell, or sell short without pre-clearance, but for which transactions must be reported. Reportable Investments include the following:

- Municipal securities, including bonds or notes and investments in state 529 plans

- Futures, options, or other derivatives based directly on particular Reportable Investments but not on Restricted-Reportable Investments

C. THE FOLLOWING ARE NOT CONSIDERED COVERED SECURITIES, and therefore
transactions in them are not restricted or reportable under the Code:

- Direct obligations of the U.S. government (e.g. Treasury securities)

- Bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements

- Shares issued by money market funds

- Shares of other open-end mutual funds, EXCEPT ETFs and shares of the Marsico Funds or MCM Sub-advised Funds (which are Restricted-Reportable Investments)

- Investments that are not securities, such as commodities, foreign currencies, futures, options, or other derivatives (if not based directly on particular Restricted-Reportable Investments)

C. PERSONS COVERED BY THE CODE

Certain requirements and restrictions of the Code apply to Employees alone, while others apply to all Covered Persons generally (including Employees and related persons as defined in Section B.1.), depending on the context. Please ask the Compliance Department if you have any questions.

TRUSTEES OF THE FUNDS

Trustees of the Funds, as Employees, are subject to the Code, but special rules apply to Trustees who are not "interested persons" of the Funds. As Marsico Employees, these disinterested Trustees are subject to the Code generally, but are not subject to the investment restrictions or reporting requirements in Sections D.1, D.2, D.3, or E.1 applicable to a transaction in a Covered Security, UNLESS the disinterested Trustee knew or should have known, in the ordinary course of fulfilling his or her official duties as a Fund trustee, that during the 15-day period immediately before or after the Trustee's transaction in a Covered Security, Marsico purchased or sold that security for a Fund, or considered the purchase or sale of that security.

A special provision of the Code applies to any Trustee who is an officer or director of an operating company, if the company's securities are held by a Fund, or are under consideration for purchase or sale by the Fund (as summarized in Section G below).

D. SUMMARY OF GENERAL CONDUCT GUIDELINES FOR PERSONAL INVESTMENTS

SPECIFIC LIMITATIONS ON PERSONAL INVESTING: The Code generally prohibits all Covered Persons from PURCHASING Restricted-Reportable Investments, but permits us otherwise to HOLD, ACQUIRE, OR SELL these and other types of investments in certain circumstances. Details are described in Sections D.1, D.2, D.3, and Section E below.

OTHER CONDUCT GUIDELINES FOR PERSONAL INVESTING: In addition, SEC rules impose certain general conduct guidelines that apply to our personal investments that are permitted by the Code:

1. A Covered Person may not acquire an interest in a Limited Offering or in an Initial Public Offering without the prior written approval of MCM.

2. With respect to the Marsico Funds, you may not, in connection with your acquisition or sale of any Security Held or to be Acquired by a Fund or any Security issued by the Fund:

(a) Employ any device, scheme, or artifice to defraud the Fund;

(b) 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 not misleading, in light of the circumstances under which the statements are made;

(d) Engage in any manipulative practice with respect to the Fund.

Here are a few examples of conduct you must avoid under the conduct guidelines:

- Causing a Fund to invest (or not invest) in a security to achieve a personal benefit for you rather than benefit the Fund

- Causing a Fund to buy a security to support or drive up the value of your own investment in the security

- Causing a Fund not to sell a security to protect your own investment

- Exploiting knowledge of Fund transactions to profit from their market effects

- Selling a security for your own account based on the knowledge that the Fund is about to sell the same security

D.1. PROHIBITED AND PERMITTED TRANSACTIONS IN RESTRICTED-REPORTABLE INVESTMENTS

a. PROHIBITIONS ON PURCHASING/SELLING SHORT RESTRICTED-REPORTABLE INVESTMENTS. Restricted-Reportable Investments may be securities we may buy or sell for clients. To minimize potential conflicts of interest, Marsico has decided to PROHIBIT all Covered Persons from PURCHASING or SELLING SHORT any Restricted-Reportable Investments (other than Marsico Fund shares) except in limited cases. Thus, unless otherwise permitted, you may not purchase or sell short any:

- Shares of publicly traded common stock or preferred stock

- Corporate bonds

- Closed-end funds

- Exchange-traded funds ("ETFs") or exchange-traded notes ("ETNs") or similar products that are linked to securities indices, sectors/industries, or commodities

- Futures, options, or other derivatives based directly on particular Restricted-Reportable Investments

- Shares of MCM Sub-Advised Funds

b. HOLDING PREVIOUSLY ACQUIRED RESTRICTED-REPORTABLE INVESTMENTS. Despite restrictions on purchasing these securities, you may HOLD Restricted-Reportable Investments purchased before you joined Marsico (except for shares of MCM Sub-Advised Funds, as discussed in e. below) and you may hold ETFs and/or ETNs purchased prior to 9/1/08.

c. SALES OR EXCHANGES OF RESTRICTED-REPORTABLE INVESTMENTS. You may SELL a Restricted-Reportable Investment if you comply with the sale pre-approval requirements ("pre-clearance") in Section D.3. (sales of ETFs or ETNs do not require pre-clearance).

d. EXEMPTIONS FOR ACQUISITIONS OF RESTRICTED-REPORTABLE INVESTMENTS INVOLVING LIMITED DISCRETION. Despite general restrictions on purchasing these securities, you may otherwise ACQUIRE AND HOLD certain Restricted-Reportable Investments through certain transactions involving limited discretion, subject to conduct guidelines in Section D and security and account reporting requirements in

Section E.1. In particular, you may acquire Restricted-Reportable Investments through:

- DIVIDEND REINVESTMENT PLANS (if you previously owned Restricted-Reportable Investments and elected to participate in such a plan, and you do not make discretionary additional purchases)

- THE RECEIPT OR EXERCISE OF RIGHTS, WARRANTS, OR OTHER SECURITIES GRANTED TO A COMPANY'S EXISTING SHAREHOLDERS or to its current or former employees (such as the receipt of securities of a spin-off of an existing company, or the exercise of warrants or rights to buy tracking stock or additional securities)

- THE RECEIPT OF STOCK THROUGH STOCK DIVIDENDS, STOCK SPLITS, MERGERS, SPINOFFS, OR OTHER CORPORATE EVENTS THAT ARE GENERALLY APPLICABLE TO ALL EXISTING HOLDERS OF THE SAME CLASS OF SECURITIES. MCM hereby grants prior approval to acquire an interest in an Initial Public Offering if the securities acquired are issued to existing shareholders pursuant to this paragraph. Please note that any SALE of Restricted-Reportable Investments obtained through these means must meet the sale pre-clearance and other requirements described in Section D.3.

- NON-VOLITIONAL TRANSACTIONS. You may buy or sell Restricted-Reportable Investments through non-volitional transactions you generally don't control (such as when an issuer whose securities you already own issues new securities to you or calls a security, a derivative instrument expires, or you receive a gift from someone outside your control). If you acquire Restricted-Reportable Investments through a non-volitional transaction, but can control their sale, the sale must meet the sale pre-clearance and other requirements described in Section D.3.

e. HOLDING OF SHARES OF MCM SUB-ADVISED FUND. YOU MAY NOT HOLD SHARES OF AN MCM SUB-ADVISED FUND FOR A SUBSTANTIAL TIME AFTER YOU JOIN MARSICO. Covered Persons who purchased MCM Sub-advised Fund shares prior to their employment with Marsico should sell those shares within 60 days of joining Marsico. A pre-clearance is not required in this circumstance.

f. PURCHASES/HOLDING/SALES OF MARSICO FUND SHARES. Covered Persons may invest in Marsico Fund shares subject to the following restrictions:

- Marsico Fund shares may only be purchased through UMB or Great-West. Marsico Fund shares may not be purchased through brokers or other channels.

- If you acquired Marsico Fund shares through brokers or other channels other than UMB or Great-West before you became an Employee, you must initiate a transfer of the shares to UMB or Great-West, or sell the shares within 60 days of joining Marsico

- You must hold all Marsico Fund shares for at least 30 days after you purchase them. Waivers may be granted in cases of death, disability, or other special circumstances approved by the Compliance Department (such as for automatic investment or systematic withdrawal programs). Sanctions may be imposed for a violation up to and including disgorgement of any profit on a sale. The Compliance Department's determination regarding any sanction will be final

Marsico Fund shares are subject to sale pre-clearance and reporting requirements discussed in Section D.3, subject to certain exceptions:

- You may borrow against your MCM 401(k) Plan account with Great-West, even though such a borrowing may involve an effective sale of some or all Marsico Fund shares held in the account, without pre-clearing the sale.

D.2. PERMITTED TRANSACTIONS IN OTHER INVESTMENTS

As a Covered Person, you may freely, without pre-clearance, purchase, hold, exchange, sell, or sell short Reportable Investments, or investments that are not Covered Securities. These transactions must still comply with Section D and reporting requirements in Section E.1.

a. PURCHASE, HOLDING, OR SALE OF REPORTABLE INVESTMENTS

You (or your financial adviser, trustee or other person) may, without pre-clearance, buy, hold, exchange, sell, or sell short Reportable Investments, including the following:

- Municipal securities, including bonds or notes and investments in state 529 plans

- Futures, options, or other derivatives, including those based directly on particular Reportable Investments (no exemption applies to instruments based directly on particular Restricted-Reportable Investments)

(REMINDER: YOU MUST REPORT QUARTERLY ANY TRADING ACTIVITY IN THE ABOVE SECURITIES AND YOU MUST REPORT ANNUALLY YOUR HOLDINGS OF THE ABOVE SECURITIES)

b. PURCHASE, HOLDING, OR SALE OF INVESTMENTS THAT ARE NOT COVERED SECURITIES

You (or your financial adviser, trustee or other person) may, without pre-clearance, buy, hold, exchange, sell, or sell short without restrictions any security or other investment that is not a Covered Security, including the following:

- Direct obligations of the U.S. government (e.g. Treasury securities)

- Bankers' acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements

- Shares issued by money market funds

- Shares of other open-end mutual funds, except ETFs and shares of the Marsico Funds or MCM Sub-advised Funds (which are Restricted-Reportable Investments)

- Investments that are not securities, such as commodities, foreign currencies, futures, options, or other derivatives (if not based directly on particular Restricted-Reportable Investments)

(REMINDER: You do not need to report activity or holdings of the above securities)

D.3. SALE TRANSACTIONS REQUIRING PRE-CLEARANCE

As a Covered Person, you may be allowed to sell or exchange a Restricted-Reportable Investment (including Marsico Fund shares or other securities), if you follow pre-clearance and other procedures designed to avoid potential conflicts of interest.

a. RESTRICTED-REPORTABLE INVESTMENTS (INCLUDING MARSICO FUND SHARES). BEFORE a Covered Person sells or exchanges any Restricted-Reportable Investment (including Marsico Fund shares), you must complete and submit a Pre-clearance Form and receive written approval (except that sales of ETFs or ETNs do not require pre-clearance). The persons authorized to pre-clear transactions and sign the form are:

Compliance Analysts or Director of Compliance Chief Compliance Officer of MCM Chief Compliance Officer of the Marsico Funds

Once pre-clearance is granted, it is valid only until the close of the next business day and only for the security and amount indicated on the Pre-clearance Form unless discussed with Compliance staff.

FAILURE TO OBTAIN PRE-CLEARANCE FOR A SALE OF ANY RESTRICTED-REPORTABLE INVESTMENT (INCLUDING MARSICO FUND SHARES) IS A BREACH OF MARSICO'S RULES. A violation by an Employee or a related Covered Person may expose the Employee to sanctions, may require your trade to be canceled, and you may be required to bear any loss. MCM may require any profits from an unauthorized trade to be donated to a charity.

b. HOLDING PERIOD. As a general principle, Covered Persons should engage in personal securities transactions for investment purposes rather than to generate short-term trading profits. Therefore, Covered Persons are generally prohibited from selling a Restricted-Reportable Investment or Marsico Fund shares acquired within the previous 30 days. MCM may waive compliance with this requirement in advance for good cause shown (such as a need to sell investments to buy a home).

c. BLACKOUT PERIOD. You MAY NOT SELL a Restricted-Reportable Investment for
EITHER SEVEN CALENDAR DAYS BEFORE, OR SEVEN CALENDAR DAYS AFTER, a trade in the same

security or an equivalent security for a Fund or other client. This blackout period is intended to ensure that a Covered Person's securities transactions do not coincide with those of MCM's clients. Its application before a trade for a client poses difficulties (since it may be impossible to predict whether a security will be traded in the future). Nonetheless, Marsico makes reasonable efforts to apply this period.

If a pre-cleared trade falls within the blackout period, MCM may ask the Covered Person to cancel the transaction if appropriate in the circumstances, or waive compliance with the requirement if there is good cause or under other special circumstances.

D.4. SPECIAL TRANSACTIONS REQUIRING PRE-CLEARANCE OF PURCHASE OR SALE.

a. EMPLOYMENT ARRANGEMENTS. You may buy or sell Restricted-Reportable Investments including options under an EMPLOYMENT ARRANGEMENT, and may exercise or sell any options, if your employer or an affiliate issues the securities or options. MCM's prior approval is required if an Employee or a household member enters into employment arrangements after the Employee joins MCM (see form of Approval of Investment in Limited Offering). MCM's prior approval also is required if you thereby acquire an interest in a Limited Offering (see form of Approval of Investment in Limited Offering).

b. LIMITED OFFERINGS. A Covered Person may NOT acquire an interest in ANY LIMITED OFFERING (such as an interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets) UNLESS you obtain MCM's PRIOR APPROVAL (see form of Approval of Investment in Limited Offering). Investments in a hedge fund or other Limited Offering whose assets are invested in publicly-traded shares of stock and other securities like those purchased for MCM clients (except a fund advised by MCM) will generally be subject to conditions similar to those for a Special Account discussed below.

You may SELL an interest in a Limited Offering without restrictions (unless you will receive an interest in an Initial Public Offering in return, which requires MCM's prior approval). Holdings and transactions in a Limited Offering must be reported on Code report forms (subject to exceptions discussed in E.1.d. below).

You need not seek approval for or list additional transactions in a Limited Offering after the initial transaction if the additional transactions do not increase the amount of your investment or ownership interest beyond what was originally approved by MCM. If there are additional investments beyond the amounts approved, the transactions must be reported, and in some circumstances may require a new approval form (see form of Approval of Investment in Limited Offering).

If a Covered Person acquires a Limited Offering in a private company, either before association with Marsico or through an Exempted Transaction, MCM may have to follow special procedures if it later seeks to purchase securities of the same issuer for clients. The Employee having a Beneficial Ownership interest in the investment may be excluded from

decision-making relating to such an investment. If the Employee plays a part in MCM's consideration of the investment, the Employee's interest may have to be disclosed to all clients for whom MCM may make the investment, and MCM's decision to invest must be independently reviewed by other investment personnel with no personal interest in the issuer. MCM may request information from Employees regarding these items, as appropriate.

Pre-approval and reporting requirements may not apply to your ownership of a personal or family company or partnership that does not hold its assets for investment. Shares of a company that holds only family property (such as an airplane, residence, or vacation home), and is not primarily intended as an investment, are exempted because the company is not an investment vehicle. In contrast, if the company holds assets mainly for investment, owns substantial income-producing assets, or offers shares to non-family members, it may be viewed as an investment vehicle, and the exemption may NOT apply.

c. SPECIAL ACCOUNTS. A financial adviser, trustee, or other person may buy or sell Restricted-Reportable Investments in a managed Special Account for an Employee (or other Covered Person in whose securities the Employee has a Beneficial Ownership interest) ONLY in rare circumstances requiring, among other things that you obtain MCM's prior approval (see form of Special Account Certification). Approval will require that:

(1) You establish that the financial adviser, trustee, or other person who manages the Special Account has complete control over the account under a written grant of discretion or other formal arrangement, and that you have no direct or indirect influence or control over the Special Account or investment decisions made for it;

(2) You (and any related person) do not disclose to the financial adviser, trustee, or other person who manages the Special Account any action that Marsico may take or has or has not taken, or any consideration by Marsico of any security;

(3) The financial adviser, trustee, or other person who manages the Special Account does not disclose to you any investment decision to be implemented for the Special Account until after the decision has been implemented; and

(4) You complete the form of Special Account Certification (or its equivalent) and any other documents requested by MCM; report the EXISTENCE of the Special Account in your periodic holdings and transaction reports; and report SECURITIES HOLDINGS AND TRANSACTIONS IN the Special Account through account statements or otherwise if requested.

Whether an exemption will be granted for a Special Account will be determined on a case-by-case basis. MCM reserves the rights to impose additional conditions as necessary or appropriate depending on the circumstances, and to revoke the exemption at any time.

d. A Covered Person may NOT ACQUIRE an interest in an INITIAL PUBLIC OFFERING UNLESS you obtain the prior approval of MCM's Compliance Department (see form of

Approval of Investment in Initial Public Offering), or the purchase occurs through a transaction involving limited discretion. Because IPO securities generally are Restricted-Reportable Investments, sales of such securities also are subject to pre-clearance requirements.

E.1. REPORTING OBLIGATIONS

Each Employee must give MCM periodic written reports about the Employee's securities holdings, transactions, and accounts and those of other Covered Persons related to the Employee as defined in B.1. above. SEC requirements mainly determine these reports and their contents.

FAILURE TO FILE A TIMELY, ACCURATE, AND COMPLETE REPORT IS A SERIOUS BREACH OF THE CODE AND SEC RULES. If you are late, or file a report that is misleading or incomplete, you may face sanctions including identification by name to the Funds' board of directors or MCM management, withholding of salary or bonuses, or termination of employment.

a. INITIAL HOLDINGS REPORT: Each Employee must provide an initial complete listing of all accounts and each Covered Security (consisting of Restricted-Reportable Investments and Reportable Investments as defined on pages 3 and 4, including Marsico Fund shares and MCM Sub-advised Fund shares) in which you or related Covered Persons had any direct or indirect Beneficial Ownership as of the date when employment began.

(1) Specifically, within ten days after you begin employment with Marsico, you must submit to Marsico a report that contains:

(a) The name/title and ticker symbol (or CUSIP) of each Covered Security (including all holdings of Marsico Fund shares and of MCM Sub-advised Fund shares).

(b) The number of equity shares held; and the principal amount of the COVERED SECURITY as of the date when you began employment with Marsico. You may provide this information in part by referring to attached copies of broker transaction confirmations or account statements that contain accurate, up-to-date information. All information contained in confirmations or account statements attached to the initial holdings report must be current as of a date not more than 45 days prior to the date of your employment.

(c) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) that maintained ANY ACCOUNT in which ANY SECURITIES (Covered Securities or not) were held for your or any related Covered Person's direct or indirect benefit when you began employment with Marsico, the approximate date(s) when those accounts were established, and the account numbers and names of the persons for whom the accounts are held. MCM's Compliance Department will request duplicate account

statements and confirmations from relevant brokers, dealers, banks and other institutions with assistance from the Marsico Employee.

(d) The date that you submitted the report.

b. QUARTERLY TRANSACTION REPORT: Each Employee must provide a quarterly report indicating all transactions during the quarter in Covered Securities (this includes Restricted-Reportable Investments and Reportable Investments as defined on pages 3 and 4) in which you or related Covered Persons had any direct or indirect Beneficial Ownership.

(1) Specifically, within thirty days after the end of each calendar quarter, you must submit to Marsico a report that contains:

(a) The date of each transaction (purchases, exchanges, sales), the name/title and ticker symbol (or CUSIP), interest rate and maturity date (if applicable), and the number of equity shares of and the principal amount of each COVERED SECURITY involved. Any transactions in an automatic investment plan including a dividend reinvestment plan do not need to be reported. In the event that no reportable transactions occurred during the quarter, the report should be so noted and submitted.

(b) The nature of the transaction (i.e., purchase, sale, or other type of acquisition or disposition).

(d) The name of the broker, dealer, bank, or other institution with or through which the transaction was effected. You may provide this information by referring to attached copies of broker transaction confirmations or account statements that contain accurate, up-to-date information, or by referring to statements or confirmations (or other information) known to have been received by Marsico no later than 30 days after the end of the applicable calendar quarter. YOU NEED NOT REPORT OR PROVIDE BACK-UP STATEMENTS REGARDING TRANSACTIONS IN MARSICO FUND SHARES THAT ARE HELD AT GREAT WEST OR UMB. Marsico Compliance department obtains monthly transaction reports from Great West regarding the Marsico 401(k) accounts and from UMB regarding Marsico Fund shares you hold at UMB in accounts that you have identified.

(e) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) that maintained ANY ACCOUNT in which ANY SECURITIES (Covered Securities or not) were held during the quarter for your or any related Covered Person's direct or indirect benefit, the account numbers and names of the persons for whom the accounts were held, and the approximate date when each account was established.

(f) A notice of any NEW account opened for the direct or indirect Beneficial Ownership of the Employee DURING THE PAST QUARTER. MCM's Compliance Department will send a request to relevant institutions to provide duplicate account statements and confirmations of securities transactions to Marsico with assistance from the Employee.

(g) The date that you submitted the report.

c. ANNUAL HOLDINGS REPORT: Annually, within 45 days after a date specified by the Compliance Department, each Employee must submit to Marsico a report that contains a complete listing of all accounts and of each Covered Security (consisting of Restricted-Reportable Investments and Reportable Investments as defined on pages 3 and 4, including Marsico Fund shares) in which you or related Covered Persons had any direct or indirect Beneficial Ownership as of the date.

(1) Specifically, within 45 days after the specified date, you must submit to Marsico a report that contains:

(a) the name/title and ticker symbol (or CUSIP) of each Covered Security (including all holdings of Marsico Fund shares).

(b) the number of equity shares held.

(c) the principal amount of the COVERED SECURITY. You may provide this information in part by referring to attached copies of broker transaction confirmations or account statements that contain accurate, up-to-date information. All information contained in confirmations or account statements attached to the annual holdings report must be current as of the specified date (not more than 45 days prior to the submission date). YOU NEED NOT REPORT OR PROVIDE BACK-UP STATEMENTS REGARDING MARSICO FUND SHARES THAT ARE HELD AT GREAT WEST OR UMB. Regarding Marsico Fund shares, Marsico Compliance department obtains monthly transaction reports from Great West regarding the Marsico 401(k) accounts and from UMB regarding Marsico Fund shares you hold at UMB in accounts that you have identified.

(d) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) with which you maintained ANY ACCOUNT in which ANY SECURITIES (Covered Securities or not) were held for your or any related Covered Person's direct or indirect benefit on the effective date, the account numbers and names of the persons for whom the accounts are held, and the approximate date when each account was established.

(e) The date that you submitted the report.

(f) Certifications: Initially, annually, and following material amendments, all Employees will be required to certify that they have read and understand the Code and have complied with the requirements of the Code.

d. EXCEPTION TO REQUIREMENT TO LIST TRANSACTIONS OR HOLDINGS: You need not list any SECURITIES HOLDINGS OR TRANSACTIONS IN any account over which you had no direct or indirect influence or control, unless requested by MCM. This may apply, for example, to a Special Account. You must still identify the EXISTENCE of the account in your list of securities accounts.

Marsico may at any time request statements for any account listed on a report to assist in ensuring compliance with the Code. Please ask the Compliance Department or the Legal Department if you have questions about reporting requirements.

E.2. REVIEW OF REPORTS AND OTHER DOCUMENTS

The Compliance Department will review each report submitted pursuant to
Section E.1. by Employees for consistency with the Code, and may review account statements or confirmations from institutions that maintain the accounts. To ensure adequate scrutiny, a report concerning a member of the Compliance Department will be reviewed by a different member of the Compliance Department.

F. VIOLATIONS OF THE CODE

All Employees will promptly report any violations of the Code to the Chief Compliance Officer of MCM, the Chief Compliance Officer of the Funds, or a member of the Compliance Department.(1) Reports of violations of the Code may be submitted anonymously. Employees who report violations of the Code or other policies and procedures shall not be subject to any retaliation for their conduct in reporting such violations.

The Compliance Department will promptly investigate any violation or potential violation of the Code, and recommend to the Chief Compliance Officer of MCM or the Chief Compliance Officer of the Funds appropriate action to cure the violation and prevent future violations. The Compliance Department will keep a record of investigations of violations, including actions taken as a result of a violation. If an Employee or a related Covered Person violates the Code, the Employee may be subject to sanctions including identification by name to the Funds' board of directors or MCM management, withholding of salary or bonuses, or termination of employment. Violations of the Code also may violate federal or state laws and may be referred to authorities.

G. PROTECTION OF MATERIAL, NON-PUBLIC INFORMATION

(1) All violations of this Code must periodically be reported to MCM's Chief Compliance Officer.

MCM maintains comprehensive policies and procedures designed to prevent the misuse of material, non-public information ("Insider Trading Policy"). MCM's Insider Trading Policy is designed to ensure, among other goals, that MCM personnel act consistently with fiduciary and legal duties owed to clients, and that those personnel do not personally profit from material, non-public information available to them at the expense of clients or other persons to whom duties are owed. MCM's Insider Trading Policy is also designed to ensure that MCM's proprietary information, including MCM securities recommendations and client securities holdings, is not disclosed improperly. Every MCM employee is required to read the Insider Trading Policy, to sign and return accompanying acknowledgements, and to retain a copy of the policy in a readily accessible place for reference.

SPECIAL PROVISION FOR FUND TRUSTEES: This provision is intended to prevent the misuse of material, non-public information when a Trustee also serves as a director or officer of an operating company, if the company's securities are held by a Fund, or are under consideration for purchase or sale by the Fund. In those circumstances, the Trustee may not discuss the company or the Marsico Funds' holdings (or contemplated holdings) in the company with any other Marsico Employee. The Trustee also should recuse himself or herself from any Board discussion or presentation regarding the securities of the company. The Trustee and any other Employee may attend a general company meeting or other meeting, at which the Trustee may discuss the company with other members of the Board, the financial community, or securities analysts. Any questions regarding this policy should be discussed with the Chief Compliance Officer of the Funds.

H.1. MISCELLANEOUS ISSUES CONCERNING BOARD SERVICE, GIFTS, AND LIMITED OFFERINGS

Some conduct that does not involve personal trading may still raise concerns about potential conflicts of interest, and is therefore addressed here.

a. SERVICE ON BOARDS: Employees may not serve on the board of directors or in a similar capacity for any for-profit company or other for-profit organization that is the type of company in which MCM might reasonably consider investing for clients without MCM's written approval. Approval generally will be granted only if MCM believes that board service is consistent with the best interests of Marsico's clients. If service on the board or in a similar capacity is authorized, you and MCM may need to follow certain procedures to ensure that you and Marsico do not obtain or misuse confidential information. MCM also may require you to show that any securities you receive from the for-profit company or organization are appropriate compensation.

b. OTHER BUSINESS ACTIVITIES: Employees should consider their fiduciary responsibilities under the Code when accepting outside employment arrangements or involvement in outside business activities. Any questions should be directed to the Compliance Department or Legal Department.

c. GIFTS/ENTERTAINMENT: Marsico seeks to work with service providers and clients based primarily on factors such as the quality of services provided, rather than on extraneous considerations such as gifts or relationship aspects not relevant to service quality.

On occasion, Employees may be offered non-cash gifts or entertainment by clients, broker-dealers, other service providers or vendors, or other persons not affiliated with Marsico who may be in a position to do business with Marsico. Employees may not accept cash gifts, or extraordinary or extravagant gifts or entertainment. You may accept gifts of a nominal value (i.e., no more than $100 annually from one person) such as food baskets or promotional items such as pens or mugs. For reasons such as to maintain good working relationships and service quality, you may accept invitations to participate in customary business meals and/or other entertainment if both you and the giver are present and the entertainment is not exclusive or extravagant (e.g., routine sporting events or theatrical productions that are not premiere events). You may not solicit gifts or entertainment from anyone. Please do not accept gifts or entertainment that could raise any questions or be embarrassing to you or Marsico if made public.

Employees may not give a gift that has a fair market value greater than $100 per year to persons associated with securities or financial organizations, exchanges, broker-dealers, publicly traded companies, commodity firms, news media, or clients of MCM. You may provide reasonable entertainment to these persons if both you and the recipient are present and the entertainment is not exclusive or extravagant. Please do not give gifts or entertainment that could raise any questions or be embarrassing to you or Marsico if made public.

MCM may request information from Employees relating to gifts/entertainment activities. Please ask the Compliance Department or the Legal Department if you have questions about gifts or entertainment.

H.2. RECORDKEEPING REQUIREMENTS

Marsico or its agents will maintain the following records at their places of business in the manner stated below. These records may be made available to the Securities and Exchange Commission for reasonable periodic, special, or other examinations:

- A copy of the Code that is in effect, and any Code that was in effect at any time within the past five years (maintained in an easily accessible place);

- A record of any violation of the Code, and of any action taken as a result of the violation (maintained in an easily accessible place for five years after the end of the fiscal year in which the violation occurs);

- A copy of each report required to be submitted by an Employee under Section E.1., including broker transaction confirmations or account statements (maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place);

- A record of all Employees within the past five years, and who are or were required to make reports under the Code (maintained in an easily accessible place);

- A record of all persons who are or were responsible for reviewing reports of Employees during the past five years (maintained in an easily accessible place);

- A copy of each report to the Board of Trustees of the Funds submitted under
Section H.3. of the Code (maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place);

- A copy of each written approval granted to an Employee (including the reasons supporting such decision) relating to a Covered Person's acquisition of securities in an Initial Public Offering or a Limited Offering, and each written approval of other transactions, such as a Pre-clearance Form (maintained for at least five years after the end of the fiscal year in which the approval was granted); and

- A copy of each Employee's periodic Certificate of Compliance (acknowledging receipt of the Code and any amendments) for five years (maintained in an easily accessible place).

H.3. BOARD APPROVAL AND ANNUAL REVIEW REQUIREMENTS

This Code and any material changes must be approved by the Board of Trustees of the Funds, including a majority of the Outside Trustees, within six months after the adoption of the material change. Each approval must be based on a determination that the Code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by Rule 17j-l (b) under the 1940 Act, including conduct identified in Section D above.

At least annually, the Fund's Chief Compliance Officer, on behalf of MCM, will provide to the Board of Trustees of the Funds, and the Trustees will review, a written report that summarizes existing procedures concerning personal trading (including any changes in the Code), certifies that Marsico has adopted procedures reasonably necessary to prevent violations of the Code, describes any issues arising under the Code, including any material violations and sanctions imposed since the last report to the Board, and identifies any recommended changes to the Code.

MCM's Chief Compliance Officer must approve the Code on behalf of MCM. On an annual basis, MCM's Chief Compliance Officer, with the assistance of any designees, will also review the adequacy and effectiveness of the Code, and make any necessary recommendations for revisions of the Code.

MCM's Compliance Department is responsible for providing, as necessary, any training and education to Employees regarding compliance with the Code.

I. DEFINITIONS OF CERTAIN TERMS

1. "Access Person" means:

(a) Any "MCM-Supervised Person," defined as any MCM partner, officer, director (or person with similar status or functions), or employee (or other person who provides investment advice for MCM and is subject to MCM's supervision or control), if the MCM-Supervised Person:

(i) Has access to non-public information regarding any MCM client's purchase or sale of securities, or non-public information regarding the portfolio holdings of any investment company advised or sub-advised by MCM; or

(ii) Is involved in making securities recommendations to clients, or has access to such recommendations that are non-public;

(b) Any "Advisory Person of the Funds or of MCM," defined as (i) any director, officer, general partner or employee of the Funds or MCM (or of any company in a control relationship to the Funds or MCM) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to those purchases or sales; and (ii) any natural person in a control relationship to the Funds or MCM who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities by the Fund; and

(c) Any "Informed Underwriter Representative," defined as a director, officer, or general partner of the principal underwriter to the Funds who, in the ordinary course of business, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Covered Securities; provided that the Informed Underwriter Representative would not be required to meet reporting requirements under the Code (or any code of ethics maintained by the principal underwriter) unless the principal underwriter is an affiliated person of a Fund or MCM, or the Informed Underwriter Representative also serves as an officer, director, or general partner of a Fund or MCM.

(d) All directors, officers, and general partners of either MCM or the Funds are presumed to be Access Persons.

2. "Beneficial Ownership" has the same meaning as under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a) (2) under the Act. Under those provisions, a person generally is the beneficial owner of (or has a Beneficial Ownership interest in) any securities in which the person has or shares a direct or indirect pecuniary interest. A person's Beneficial Ownership interest ordinarily extends to securities held in the name of a spouse, minor children, relatives resident in the person's home, or unrelated persons in circumstances that suggest a sharing of financial interests, such as when the person makes a significant contribution to the financial support of the unrelated person, or shares in profits of the unrelated person's securities transactions. Key factors in evaluating Beneficial

Ownership include the person's ability to benefit from the proceeds of a security, and the extent of the person's control over the security.

3. "Covered Person" -- see Section B.1.

4. "Covered Security" -- see Section B.2.

5. "Employee" means (1) any Marsico Employee, (2) any temporary staffer who has worked for Marsico continuously for more than 30 days, and (3) any other Access Person not included within (1) and (2).

6. "Initial Public Offering" means 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.

7. "Limited Offering" means any offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) of the Securities Act or pursuant to Rule 504, 505, or 506 under the Securities Act. A Limited Offering generally includes any interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets, and certain interests in stock options or other deferred compensation.

8. "Marsico Employee" means any officer, principal, or permanent employee of MCM, and any officer, Trustee, or permanent employee of the Funds. "Marsico Employee" does not include an inactive or semi-retired employee who receives salary or benefits, but does not actively participate in Marsico's business, have access to current information regarding the purchase or sale of Covered Securities by the Funds, or make recommendations regarding those purchases or sales.

9. "Restricted-Reportable Investment" - see Section B.2.a.

10. "Reportable Investment" -- see Section B.2.b.

11. "Security Held or to be Acquired by a Fund" means (1) any Covered Security that within the most recent 15 days (a) is or has been held by one of the Funds or a mutual fund sub-advised by MCM; or (b) is being or has been considered by a Fund or MCM for purchase by the Fund or a mutual fund sub-advised by MCM; and
(2) any option to purchase or sell, and any security convertible into or exchangeable for, such a Covered Security.

12. "Special Account" means a managed account in which a financial adviser, trustee, or other person buys or sells Restricted-Reportable Investments for a Covered Person (or for a person in whose securities a Covered Person has a Beneficial Ownership interest), provided that the account meets the requirements described in Section D.2.f.(4).

The following forms are available in the MCM Forms public drive:

- Initial Personal Holdings Report;

- Quarterly Personal Transaction Report;

- Annual Personal Holdings Report;

- Sample Letter to Broker or Other Institution;

- Initial/Annual Certification of Compliance with Code of Ethics;

- Approval of Investment in Limited Offering;

- Approval of Investment in Initial Public Offering;

- Special Account Certification;

- Pre-clearance Form.

J. ADOPTION AND EFFECTIVE DATE

Approved by: /s/ Steven Carlson
             ----------------------------------
Title: Chief Compliance Officer

Effective as of: October 1, 2004

Amended: April 1, 2005

Approved by: /s/ Steven Carlson
             ----------------------------------
Title: Chief Compliance Officer

Effective Date: February 1, 2005

Amendment Approved: August 8, 2008

Approved by: Steven Carlson /s/
             ----------------------------------
Title: Chief Compliance Officer

Effective Date: September 1, 2008

CODE OF ETHICS

EATON VANCE CORP.

EATON VANCE MANAGEMENT

BOSTON MANAGEMENT AND RESEARCH

EATON VANCE INVESTMENT COUNSEL

EATON VANCE MANAGEMENT (INTERNATIONAL) LIMITED

EATON VANCE TRUST COMPANY

EATON VANCE DISTRIBUTORS, INC.

EATON VANCE FUNDS

EFFECTIVE: SEPTEMBER 1, 2000

(AS REVISED OCTOBER 19, 2009)

Internal Use Only

TABLE OF CONTENTS

Table of Contents(1)

Governing Principles

Part I.       Policy on Personal Securities Transactions

Part II.      Code of Business Conduct and Ethics for Directors, Officers and
              Employees

General Provisions

Appendix 1.   Procedures for Policy on Personal Securities Transactions

Appendix 2.   Policies to Implement Eaton Vance's Policy Against Insider Trading

Appendix 3.   Restricted Securities List Procedures

Appendix 4.   Foreign Corrupt Practices Act Policy

GOVERNING PRINCIPLES

You have the responsibility at all times to place the interests of Clients first, to not take advantage of Client transactions, and to avoid any conflicts, or the appearance of conflicts, with the interests of Clients. The Policy on Personal Securities Transactions provides rules concerning your personal transactions in Securities that you must follow in carrying out these responsibilities. You also have a responsibility to act ethically, legally, and in the best interests of Eaton Vance and our Clients at all times. The Code of Business Conduct and Ethics sets forth rules regarding these obligations. You are expected not only to follow the specific rules, but also the spirit of the Code of Ethics.

(1) The policies and procedures attached to this Code of Ethics as Appendices 1-4 provide additional guidance on certain topics addressed in the Code but are not a part of the Code.

PART I

POLICY ON
PERSONAL SECURITIES TRANSACTIONS

DEFINITIONS

COMPANY refers to each of Eaton Vance Corp. (EVC), Eaton Vance Management (EVM), Boston Management and Research (BMR), Eaton Vance Investment Counsel (EVIC), Eaton Vance Management (International) Limited ("EVMI"), Eaton Vance Trust Company ("EVTC") and Eaton Vance Distributors, Inc. (EVD), and each Fund and each Non-advised Portfolio.

FUND is each investment company registered under the Investment Company Act of 1940 for which EVM or BMR acts as the investment adviser or, if such investment company has no investment adviser, for which (i) EVM or BMR acts as the administrator/manager (non-advisory) and (ii) EVD acts as the principal distributor.

SUB-ADVISED FUND is each investment company registered under the Investment Company Act of 1940 for which EVM or BMR acts as the investment sub-adviser.

NON-ADVISED PORTFOLIO is each investment company registered under the Investment Company Act of 1940 which has an investment adviser or sub-adviser other than EVM or BMR, and in which a Fund invests all of its investable assets.

CLIENT is any person or entity, including a Fund or a Sub-advised Fund, for which EVM, BMR, EVIC, EVMI or EVTC provides investment advisory services.

ACCESS PERSON is each of the following:

(1) a director, trustee, or officer of a Fund, of EVM, of BMR, or of EVIC;

(2) a director, trustee, or officer of a Non-advised Portfolio, who is not also an employee or officer of the investment adviser of such Non-advised Portfolio;

(3) an employee, consultant, or intern of EVC, EVM, BMR, EVIC, EVMI, EVTC, or a Fund who, in connection with his or her regular functions or duties, makes, participates in, or has access to nonpublic information regarding the purchase or sale of Securities by a Client, or whose functions relate to the making of any recommendations with respect to the purchases or sales (including a portfolio manager, investment counselor, investment analyst, member of a trading department, most administrative personnel in the investment counselor department, the equity investment department, and each income investment department, and certain members

of the investment operations department, separately managed account operations department, information technology department and fund administration department) or who, in connection with his or her regular functions has access to nonpublic information regarding such recommendations (including certain members of the fund administration department and information technology department);

(4) an employee, consultant, or intern of EVC, EVM, BMR, EVIC, or a Fund who, in connection with his or her regular functions or duties, has access to nonpublic information regarding portfolio holdings of a Fund or Sub-advised Fund (including a portfolio manager, investment analyst, member of a trading department, most administrative personnel in the equity investment department and each income investment department, and certain members of the investment operations department, separately managed account operations department, information technology department, corporate communications department, and fund administration department);

(5) a natural person in a control relationship to a Fund or EVM, BMR, EVIC, EVMI, or EVTC who obtains nonpublic information concerning recommendations made to the Fund or other Client with regard to the purchase or sale of Securities by the Fund or other Client;

(6) an employee of EVD or EVM who is a registered representative or registered principal; and

(7) a director, officer or employee of EVD who is not a registered representative or registered principal but who, in the ordinary course of business, makes, participates in, obtains or, in EVD's judgment, is able to obtain nonpublic information regarding, the purchase or sale of Securities by a Fund, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Securities.

Employees and officers of an investment adviser or sub-adviser of any Non-advised Portfolio will be covered by the code of ethics of that investment adviser or sub-adviser. If any Fund or Sub-advised Fund has an investment adviser or sub-adviser other than EVM or BMR, the employees and officers of that investment adviser or sub-adviser will be covered by the code of ethics of that investment adviser or sub-adviser. The codes of ethics of each investment adviser or sub-adviser to a Fund or Non-advised Portfolio other than EVM or BMR will be approved by the Board of Trustees of the Fund or Non-advised Portfolio, as appropriate.

INVESTMENT PROFESSIONAL is each of the following:

(1) an employee of EVC, EVM, BMR, EVIC, or of a Fund or Sub-advised Fund, who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities by the Fund, Sub-advised Fund or other Client (including a portfolio manager, an investment counselor, and an investment analyst); and

(2) a natural person who controls a Fund or EVM, BMR or EVIC and who obtains information concerning recommendations made to the Fund or other Client with regard to the purchase or sale of Securities by the Fund or other Client.

Every Investment Professional is also an Access Person.

REPORTING PERSON is each registered representative and registered principal of EVD or EVM.

INDEPENDENT FUND TRUSTEE is a trustee of a Fund or a Non-advised Portfolio who is not an "interested person" of the fund (as determined under the Investment Company Act of 1940).

IMMEDIATE FAMILY of any person includes his or her spouse, minor children, and relatives living in his or her principal residence.

DESIGNATED BROKER is any one of the following broker-dealer firms:

(1) Charles Schwab;

(2) E*Trade;

(3) Fidelity;

(4) Merrill Lynch;

(5) Morgan Stanley;

(6) Smith Barney;

(7) TD Ameritrade; or

(8) UBS.

SECURITIES means anything that is considered a "security" under the Investment Company Act of 1940, including most kinds of investment instruments, including:

1. stocks and bonds;

2. shares of exchange traded funds;

3. shares of closed-end investment companies, including shares of Eaton Vance closed-end Funds;

4. options on securities, on indexes and on currencies;

5. investments in all kinds of limited partnerships;

6. investments in non-U.S. unit trusts and non-U.S. mutual funds;

7. investments in private investment funds, hedge funds, private equity funds, venture capital funds and investment clubs.

The term "Securities" does not include:

a. direct obligations of the U.S. Government;

b. bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt obligations, including repurchase agreements; and

c. shares of open-end investment companies that are registered under the Investment Company Act of 1940 (mutual funds), other than shares of Funds or Sub-advised Funds. (2)

Shares of Funds and Sub-advised Funds that are not money market funds are Securities for the purposes of this Policy.

INITIAL PUBLIC OFFERING means 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. As used in this Policy, the term "Initial Public Offering" shall also mean a one time offering of stock to the public by the issuer of such stock which is not an initial public offering.

LIMITED OFFERING means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504, rule 505 or rule 506 under the Securities Act of 1933. A Limited Offering thus includes an offering commonly referred to as a private placement, as well as a non-public offering in limited amounts available only to certain investors. A Limited Offering includes any offer to you to purchase any Securities, whether stock, debt securities, or partnership interests, from any entity, unless those Securities are registered under the Securities Act of 1933 (that is, are publicly offered/publicly traded Securities).

LARGE CAP ISSUER is an issuer of Securities with an equity market capitalization of more than $5 billion.

CHIEF LEGAL OFFICER, CHIEF COMPLIANCE OFFICER, SENIOR COMPLIANCE ADMINISTRATOR, COMPLIANCE ADMINISTRATOR, COMPLIANCE ATTORNEY and INVESTMENT COMPLIANCE OFFICER mean the persons identified as such in the Procedures. Questions or comments addressed to the Senior Compliance Administrator may be emailed to codeofethics@eatonvance.com.

PROCEDURES means the Procedures for Policy on Personal Securities Transactions attached to this Code as Appendix 1

A. APPLICABILITY OF THE POLICY

WHO IS COVERED. A part of this Policy applies to all Company employees. Other parts apply only to Access Persons, Investment Professionals, or Reporting Persons. The Company will notify you if you are in one of these categories.

(2) Options with respect to broad based indices also are not Securities for the purposes of this Policy. A "broad-based index" is an index made up of a well diversified number of stocks and that is designed to reflect the movement of an entire market.

This Policy covers not only your personal Securities transactions, but also those of your Immediate Family (your spouse, minor children, and relatives living in your principal residence).

WHAT ACCOUNTS ARE COVERED. This Policy applies to Securities transactions in all accounts in which you or members of your Immediate Family have a direct or indirect beneficial interest, unless the Compliance Attorney determines that you or they have no direct or indirect influence or control over the account. Normally, an account is covered by this Policy if it is (a) in your name, (b) in the name of a member of your Immediate Family, (c) of a partnership in which you or a member of your Immediate Family are a partner with direct or indirect investment discretion, (d) of a trust of which you or a member of your Immediate Family are a beneficiary and a trustee with direct or indirect investment discretion, and (e) of a closely held corporation in which you or a member of your Immediate Family hold shares and have direct or indirect investment discretion.(3)

WHEN YOU MUST USE A DESIGNATED BROKER. All Securities accounts of (a) Reporting Persons or Access Persons opened on or after October 1, 2008 or (b) persons who become Reporting Persons or Access Persons on or after October 1, 2008 must be maintained with one or more Designated Brokers, provided that persons who become Access Persons on October 1, 2009 and immediately prior thereto had been a Reporting Person may maintain existing accounts with brokers, dealers or banks that are not Designated Brokers. Persons who become Reporting Persons or Access Persons on or after October 1, 2008 must initiate movement of existing accounts to one or more Designated Brokers within 30 calendar days of the Company notifying them of their status as a Reporting Person or Access Person. The requirement to use a Designated Broker does not apply to Access Persons who are Independent Fund Trustees.

If based on the paragraph above one or more of your Securities accounts must be maintained with a Designated Broker, you may nevertheless hold that account with a broker, dealer or bank other than a Designated Broker if:

(1) the account holds only shares of EVC Securities that are publicly traded and is held with A.G. Edwards or Computershare;

(2) the account includes only shares of Funds and Sub-advised Funds and is held with such Fund's transfer agent;

(3) the account includes only shares of Funds purchased through the Company's retirement plans;

(4) the account is a retirement account you established through a prior employer, or as part of a DRIP or ESOP investment program; or

(5) the account is subject to a code of ethics or similar policy applicable to a member of your Immediate Family requiring an account be held at an entity other than a Designated Broker.

(3) Please note that any securities accounts managed by EVIC in which an Access Person or the Immediate Family of an Access Person has a direct or indirect beneficial interest are subject to this Policy and Securities transactions in such accounts must be pre-cleared.

B. RULES APPLICABLE TO ALL EMPLOYEES(4)

1. PRE-CLEARANCE: EVC SECURITIES. You must pre-clear all purchases, sales or other transactions involving EVC Securities that are publicly traded with the Treasurer of EVC (or his designee), except that you do not have to pre-clear (1) purchases pursuant to the EVC Employee Stock Purchase Plan or to the exercise of any EVC stock option agreement, (2) bona fide gifts of such EVC Securities that you receive, (3) bona fide gifts of such EVC Securities that you make to nonprofit organizations qualified under Section 501(c)(3) of the Internal Revenue Code, or (4) automatic, non-voluntary transactions involving such EVC Securities, such as stock dividends, stock splits, or automatic dividend reinvestments, or certain non-voluntary transactions initiated by a broker, dealer or bank with respect to such EVC Securities deposited in a margin account. NOTE: The purchase or sale of publicly traded options on Eaton Vance Securities is prohibited.

There are times when transactions in EVC Securities are routinely prohibited, such as prior to releases of earnings information. Normally you will be notified of these blackout periods.

2. PRE-CLEARANCE: EATON VANCE CLOSED-END FUNDS. You must pre-clear all purchases and sales of shares of closed-end investment companies, including Eaton Vance closed-end Funds. You may obtain a list of all of Eaton Vance closed-end Funds from the Senior Compliance Administrator.

3. REPORTING REQUIREMENTS. You must ensure that the broker-dealer you use sends to the Senior Compliance Administrator copies of confirmations of all purchases and sales of EVC Securities that are publicly traded and of Eaton Vance closed-end Funds that you were required to pre-clear. If you are an Access Person required to file reports of personal Securities transactions, these purchases and sales must be included in your reports.

4. PROHIBITED TRANSACTIONS. You are prohibited from purchasing or selling any security, either personally or for any Client, while you are in the possession of material, non-public information concerning the Security or its issuer. Please read Appendix 2 to the Code of Ethics, Policies and Procedures in Prevention of Insider Trading, and Appendix 3 to the Code of Ethics, Restricted Securities List Procedures.

5. TRANSACTIONS IN SHARES OF FUNDS AND SUB-ADVISED FUNDS. You must comply with all prospectus restrictions and limitations on purchases, sales or exchanges of Fund or Sub-advised Fund shares when you purchase, sell or exchange such shares.

6. REPORTING VIOLATIONS. If you have knowledge of any violations of this Code, you must promptly report it to the Chief Compliance Officer.

(4) REMINDER: When this Policy refers to "you" or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest. See section A, "Applicability of the Policy," above. The procedure for obtaining pre-clearance is explained in the Procedures.

C. RULES APPLICABLE TO ACCESS PERSONS(5)

If you are an Access Person, you are subject to the following rules, in addition to the "Rules Applicable to All Employees" in section B above.

1. PRE-CLEARANCE: ALL SECURITIES. You must pre-clear all purchases and sales of Securities, except that you do not have to pre-clear:

(1) unless you are a trader in the Equity Department(6), a purchase of equity Securities of a Large Cap Issuer (with a market capitalization of more than $5 billion), if the value of such purchase, together with the value all of your purchases of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $25,000;

(2) unless you are a trader in the Equity Department(6), a sale of equity Securities of a Large Cap Issuer, if the value of such sale, together with the value all of your sales of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $25,000;

(3) a purchase of investment grade, non-convertible debt Securities, if the value of such purchase, together with the value all of your purchases of investment grade, non-convertible debt Securities of the same issuer in the previous six (6) calendar days, would not exceed $25,000;

(4) a sale of investment grade, non-convertible debt Securities, if the value of such sale, together with the value all of your sales of investment grade, non-convertible debt Securities of the same issuer in the previous six (6) calendar days, would not exceed $25,000;

(5) a purchase (including through an exchange) of Securities of a Fund or a Sub-advised Fund unless it is a closed-end Fund;

(6) a redemption (including through an exchange) of Securities of a Fund or a Sub-advised Fund unless it is a closed-end Fund;

(7) a purchase of any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, if the value of such purchase together with the notional value of all such purchases with respect to a given currency in the previous six
(6) calendar days would not exceed $25,000;

(8) a sale of any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, if the value of such sale together with the notional value of all such sales with respect

(5) REMINDER: When this Policy refers to "you" or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest, and over which you or they exercise direct or indirect influence or control. See section A, "Applicability of the Policy," above and check the definition of "Securities" and of other capitalized terms in the "Definitions" section of the Code of Ethics above.

(6) Traders in the Equity Department must pre-clear each purchase and sale of equity Securities of a Large Cap Issuer, even if the value of such purchase or sale, together with the value all of his or her other purchases or sales, respectively, of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $25,000.

to a given currency in the previous six (6) days would not exceed $25,000;

(9) a bona fide gift of Securities that you receive or a bona fide gift of Securities that you make to any nonprofit organization qualified under
Section 501(c)(3) of the Internal Revenue Code;

(10) an automatic, non-voluntary transaction, such as a stock dividend, stock split, spin-off, and automatic dividend reinvestment; or

(11) a transaction pursuant to a mandatory tender offer or bond call that is applicable pro rata to all stockholders or bond holders, respectively.

The exemptions from pre-clearance in clauses (1) through (4) above do not apply to trading in any Security that is placed on a restricted list pursuant to the Restricted Securities List Procedures in Appendix 3. Further, the Chief Compliance Officer may suspend your ability to rely on the exemptions from pre-clearance in clauses (1) through (8) if he or she concludes that you have engaged in excessive personal trading or that pre-clearance by you is otherwise warranted.

You are responsible for determining if an issuer is a Large Cap Issuer; you may consult an appropriate Internet website for this purpose, such as Yahoo:Finance. Remember that you must always pre-clear all purchases and sales of EVC Securities that are publicly traded even if EVC is a Large Cap Issuer. See section B.1, "Pre-Clearance: EVC Securities," above. Investment Professionals have additional pre-clearance obligations. See section E, "Additional Rules Applicable to Investment Professionals," below.

You will not receive pre-clearance of a transaction for any Security at a time when there is a pending buy or sell order for that same Security for a Client, or when other circumstances warrant prohibiting a transaction in a particular Security. Remember that the term "Security" is broadly defined. For example, an option on a Security is itself a Security, and the purchase, sale and exercise of the option is subject to pre-clearance. A pre-clearance approval normally is valid only during the day on which it is given. Pre-clearance procedures are set forth in the Procedures.

If you are a Fund trustee who is not an employee of a Company, you do not have to pre-clear a transaction unless you knew or, in the ordinary course of fulfilling your official duties as a trustee, should have known that during the fifteen (15) calendar day period immediately before or after your transaction in a Security, the Fund or Non-Advised Portfolio purchased or sold the Security, or the Fund or Non-Advised Portfolio or its investment adviser considered purchasing or selling the Security.

2. HOLDING PERIOD: EATON VANCE CLOSED-END FUNDS. Directors and officers of closed-end Funds, and certain Access Persons involved in managing such Funds, are prohibited by the federal securities laws from purchasing and selling, or selling and purchasing, shares of these Funds within six (6) months, and must file SEC Forms 4 regarding their transactions in shares of these funds. If you are in this category, the Senior Compliance Administrator will notify you and assist you in filing these Forms,

and you will not receive pre-clearance for any purchase or sale that would violate the six-month restriction. Therefore, if you are in this category, you should expect to hold the shares you purchase for at least six (6) months.

3. PROHIBITED AND RESTRICTED TRANSACTIONS. The following transactions are either prohibited without prior approval, or are discouraged, as indicated. The procedures for obtaining approval are in the Procedures. These restrictions do not apply to Fund trustees who are not employees of a Company.

a. Initial Public Offerings. You may not purchase or otherwise acquire any Security in an Initial Public Offering. You may apply to the Chief Compliance Officer and the Investment Compliance Officer for prior written approval to purchase or acquire a Security in an Initial Public Offering, but approval will be granted only in rare cases that involve extraordinary circumstances. Accordingly, the Company discourages such applications. You might be given approval to purchase a Security in an Initial Public Offering, for example, pursuant to the exercise of rights you have as an existing bank depositor or insurance policyholder to acquire the Security in connection with the bank's conversion from mutual or cooperative form to stock form, or the insurance company's conversion from mutual to stock form.

b. Limited Offerings. You may not purchase or otherwise acquire any Security in a Limited Offering, except with the prior approval from the Chief Compliance Officer and the Investment Compliance Officer. (Remember that a Limited Offering, as defined, includes virtually any Security that is not a publicly traded/listed Security.) Such approval will only be granted where you establish that there is no conflict or appearance of conflict with any Client or other possible impropriety (such as where the Security in the Limited Offering is appropriate for purchase by a Client, or when your participation in the Limited Offering is suggested by a person who has a business relationship with any Company or expects to establish such a relationship). Examples where approval might be granted, subject to the particular facts and circumstances, are a personal investment in a private fund or limited partnership in which you would have no involvement in making recommendations or decisions, or your investment in a closely held corporation or partnership started by a family member or friend.

c. Short Sales. You may not sell short any Security, except that you may
(i) sell short a Security if you own at least the same amount of the Security you sell short (selling short "against the box") and (ii) sell short U.S. Treasury futures and stock index futures based on the S&P 500 or other broad based stock indexes. All transactions entered into pursuant to clause (i) or
(ii) above are subject to pre-clearance.

d. Naked Options. You may not engage in option transactions with respect to any Security, except that (i) you may purchase a put option or sell a call option on Securities that you own and, (ii) in order to close such a transaction, you may sell a put option or purchase a call option on Securities that you own. You may not engage in the purchase or sale of publicly-traded options on shares of EVC Securities. All transactions entered into pursuant to clause (i) or (ii) above are subject to pre-clearance.

e. Short-term Trading. You are strongly discouraged from engaging in excessive short-term trading of Securities. The purchase and sale, or sale and purchase, of the same or equivalent Securities within sixty (60) calendar days are generally regarded as short-term trading. Such transactions are subject to pre-clearance.

4.(A) PROHIBITED TRANSACTIONS: BANK LOAN DEPARTMENT. If you are an Access Person in the Bank Loan Department, you may not purchase or sell any Security issued by an entity (i) that is the borrower under a loan interest held in a Client's portfolio, or (ii) listed on the Schedule of Limited Personnel and Listed Public Issuers maintained by the Bank Loan Department. In addition, you may not purchase or sell any Security issued by an entity that is the borrower under a loan interest that was or is being evaluated for purchase for a Client and was not purchased, until the 181st calendar day after the decision was made not to purchase the loan interest.

(B) PROHIBITED TRANSACTIONS: HIGH YIELD DEPARTMENT. If you are an Access Person in the High Yield Department, you may not purchase or sell any Security issued by an entity that is the borrower under a loan interest held in a Client's portfolio that is found on the restricted list maintained by the High Yield Department pursuant to the Restricted Securities List Procedures. In addition, you may not purchase or sell any Security issued by an entity that is the borrower under a loan interest that was or is being evaluated for purchase for a Client and was not purchased that is found on the High Yield Department's restricted list, until the 181st calendar day after the decision was made not to purchase the loan interest.

5. PROHIBITED TRANSACTIONS: EQUITY AND COUNSELORS DEPARTMENTS. If you are an Access Person in the Equity or Counselors Department, you may not purchase or sell any Security until the seventh (7th ) calendar day after any (a) Analyst Select Portfolio activity regarding that Security (whether an addition, increased position, deletion, decreased position, or rating change), or (b) addition or deletion of such Security from the Counselors Focus Portfolio, or
(c) change in the rating of that Security in the Monitored Stock List (i) from 1, 2 or 3 to 4 or 5, or (ii) from 3, 4 or 5 to 1 or 2, in each case to provide sufficient time for Client transactions in that Security before personal transactions in that Security. In addition, the Chief Compliance Officer may require other Access Persons with access to any of the Analyst Select Portfolio, Counselors Focus Portfolio or Monitored Stock List or other investment department research to adhere to the restrictions in this paragraph upon written notice to such Access Person by the Chief Compliance Officer.

In addition, traders in the Equity Department must pre-clear each purchase and sale of equity Securities of a Large Cap Issuer, even if the value of such purchase or sale, together with the value all of his or her other purchases or sales, respectively, of equity Securities of that Large Cap Issuer in the previous six (6) calendar days, would not exceed $25,000.

6. PROHIBITED TRANSACTIONS: INVESTMENT OPERATIONS DEPARTMENT OR SEPARATELY
MANAGED ACCOUNT OPERATIONS DEPARTMENT. If you are an Access Person in the Investment Operations Department or Separately Managed Account Operations Department, you may not purchase or sell any Security from the day of any communication or notice (verbal or written) of a pending program trade until the 2nd business day after execution of that pending program trade by all participating separately managed accounts.

7. INVESTMENT CLUBS. You may not be a member of an investment club that trades in and owns Securities in which members have an interest. Such an investment club is regarded by this Policy as your personal account, and it is usually impracticable for you to comply with the rules of this Policy, such as pre-clearance of transactions, with respect to that investment club. If you were a member of an investment club and a Company employee on September 1, 2000, you may either (i) resign from the club by January 31, 2001 or promptly upon becoming an Access Person, and until your resignation is effective you may not influence or control the investment decisions of the club, or (ii) you may continue as a member, but only if the club is regarded as your personal account and you (and the club) meet all of the requirements of this Policy with respect to EVERY securities transaction by the club, including pre-clearance, prohibited and restricted transaction, and reporting requirements.

8. REPORTING REQUIREMENTS(7). You are required to provide the following reports of your Security holdings and transactions to the Senior Compliance Administrator. Please refer to the Procedures for reporting procedures and forms.

a. Initial Report of Holdings. Within ten (10) calendar days after you become an Access Person, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held as of a date not more than forty-five (45) calendar days before you became an Access Person. Your report must also include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any type of securities, whether stocks, bonds, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.

If you are an Independent Fund Trustee, you do not have to provide an initial report.

b. Annual Report of Holdings. After January 1 and before January 20 of each year, you must submit to the Senior Compliance Administrator a report of your holdings of Securities, current within forty-five (45) calendar days before the report is submitted, including the title, type, exchange ticker or CUSIP number (if applicable), number of shares and principal amount of each Security held. Your report must include the name of any broker, dealer or bank with whom you maintain an account for trading or holding any

(7) Remember that your reports also relate to members of your Immediate Family and the accounts referred to under section A, "Applicability of the Policy," above. Please review the definition of Securities in the "Definitions" section of the Code of Ethics above.

type of securities, whether stocks, bonds, mutual funds, or other types and the date on which you submit the report to the Senior Compliance Administrator.

If you are an Independent Fund Trustee, you do not have to provide an annual report.

c. Quarterly Transaction Report. Within thirty (30) calendar days after the end of each calendar quarter, you must submit to the Senior Compliance Administrator a report of your transactions in Securities during that quarter, including the date of the transaction, the title, type, exchange ticker or CUSIP number (if applicable), the interest rate and maturity date (if applicable), and the number of shares and principal amount of each Security in the transaction, the nature of the transaction (whether a purchase, sale, or other type of acquisition or disposition, including a gift), the price of the Security at which the transaction was effected, and the name of the broker, dealer or bank with or through the transaction was effected. If you established an account with a broker, dealer or bank in which any Security was held during that quarter, (i) after October 1, 2008, the broker, dealer or bank must be a Designated Broker and (ii) you must also state the name of the broker, dealer or bank and the date you established the account on your report. The report must state the date on which you submit it to the Senior Compliance Administrator.

If you are an Independent Fund Trustee, you do not have to provide a quarterly transaction report unless you knew or, in the ordinary course of fulfilling your official duties as a trustee, should have known that during the fifteen (15) day period immediately before or after your transaction in a Security, the Fund or Non-advised Portfolio purchased or sold the Security, or the Fund or Non-advised Portfolio or its investment adviser considered purchasing or selling the Security.

You do not have to submit a quarterly transaction report if (i) copies of all of your transaction confirmations and account statements are provided to the Senior Compliance Administrator for that quarter (see paragraph 9, "Confirmations of Transactions and Account Statements," below), or (ii) all of the information required in such report is, on a current basis, already in the records of the Company (as, for example, in the case of transactions in EVC Securities through the EVC employee stock purchase plan or by the exercise of stock options).

9. CONFIRMATIONS OF TRANSACTIONS AND ACCOUNT STATEMENTS. You must ensure that each broker, dealer or bank with which you maintain an account send to the Senior Compliance Administrator, as soon as practicable, copies of all confirmations of your Securities transactions and of all monthly, quarterly and annual account statements. See section A, "Applicability of the Policy - What Accounts are Covered," above.

This requirement does not apply to (a) Fund trustees who are not employees of a Company or (b) Securities transactions involving shares of a Fund where EVD acts as your broker.

If you certify to the Compliance Assistance that the Senior Compliance Administrator has received all of your confirmations and account statements by the date your quarterly transaction report is due, and if those confirmations and statements contain all of the information required in your quarterly transaction report, you do not have to submit that report.

D. RULES APPLICABLE TO REPORTING PERSONS(8)

In addition to the "Rules Applicable to All Employees" and "Rules Applicable to Access Persons" in sections B and C above, if you are a Reporting Person, you are required to submit a written notice to the Senior Compliance Administrator prior to establishing any new Securities account covered by the Policy or placing an order for the purchase or sale of any Security with any broker, dealer or bank. The notice must identify the broker, dealer or bank on such account. If the account is established on or after October 1, 2008, the broker, dealer or bank must be a Designated Broker. Please refer to the Procedures for reporting procedures and forms.

E. ADDITIONAL RULES APPLICABLE TO INVESTMENT PROFESSIONALS(9)

If you are an Investment Professional, you are subject to the following rules, in addition to the "Rules Applicable to Access Persons" in section D above. Before engaging in any personal Securities transactions, please review those rules, which include pre-clearance and reporting requirements, as well as restricted transactions.

The following rules relate to the requirement that transactions for Clients whose portfolios you manage, or for whom you make recommendations, take precedence over your personal Securities transactions, and therefore Clients must be given the opportunity to trade before you do so for yourself. In addition, it is imperative to avoid conflicts, or the appearance of conflicts, with Clients' interests. While the following Securities transactions are subject to pre-clearance procedures, you are responsible for avoiding all prohibited transactions described below, and you may not rely upon the pre-clearance procedures to prevent you from violating these rules.

1. PROHIBITED TRANSACTIONS: ALL INVESTMENT PROFESSIONALS. You may not cause or recommend a Client to take action for your personal benefit. Thus, for example, you may not trade in or recommend a security for a Client in order to support or enhance the price of a security in your personal account, or "front run" a Client.

(8) REMEMBER that your reports also relate to members of your Immediate Family and the accounts referred to under section A, "Applicability of the Policy," above. Please review the definition of Securities in the "Definitions" section of the Code of Ethics above.

(9) REMINDER: When this Policy refers to "you" or your transactions, it includes your Immediate Family and accounts in which you or they have a direct or indirect beneficial interest, and over which you or they exercise direct or indirect influence or control. See section A, "Applicability of the Policy," above and check the definition of "Securities" and of other capitalized terms in the "Definitions" section of the Code of Ethics above.

2. PROHIBITED TRANSACTIONS: PORTFOLIO MANAGERS AND INVESTMENT COUNSELORS.

a. Personal Trades in Same Direction as Client. If you are a portfolio manager or an investment counselor, you may not purchase any Security for your personal account until one (1) calendar day after you have purchased that Security for any Client account that you manage. You may not sell any Security for your personal account until one (1) calendar day after you have sold that Security for any Client account that you manage.

b. Personal Trades in Opposite Direction as Client: Seven-Day Blackout. If you are a portfolio manager or an investment counselor, you may not sell any Security for your personal account until the eighth (8th) calendar day after you have purchased that Security for any Client account that you manage. You may not purchase any Security for your personal account until the eighth (8th) calendar day after you have sold that Security for any Client account that you manage.

c. Trading Before a Client. If you are a portfolio manager or an investment counselor, before you place an order to purchase a Security for a Client, you must disclose to the Investment Compliance Officer if you have purchased that Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, there may be no impact on your prior purchase, or you may be required to sell that Security before it is purchased for the Client, or you may have to pay to the Client's account the difference between your and the Client's purchase price for the Security, if your price was lower. Before you place an order to sell a Security for a Client, you must disclose to the Investment Compliance Officer if you have sold that Security for your personal account within the preceding seven (7) calendar days. Depending upon the circumstances, you may or may not be required to pay to the Client's account the difference between your and the Client's sales price for the Security, if your price was higher.

Because your responsibility is to put your Client's interests ahead of your own, you may not delay taking appropriate action for a Client in order to avoid potential adverse consequences in your personal account.

3. PROHIBITED TRANSACTIONS: INVESTMENT ANALYSTS. If you are an investment analyst, before you purchase or sell a Security, Clients must be afforded the opportunity to act upon your recommendations regarding such Security. You may not purchase or sell any Security for which you have coverage responsibility unless either (i) you have first broadly communicated throughout the relevant investment group your research conclusion regarding that Security (through an Analyst Select Portfolio recommendation or Security rating, including the Monitored Stock List Security rating) and afforded suitable Clients sufficient time to act upon your recommendation (as set forth in 3(a) and 3(b) below), or
(ii) you have first determined, with the prior concurrence of the Investment Compliance Officer, that investment in that Security is not suitable for any Client. If your research conclusions are not communicated through an Analyst Select Portfolio recommendation or Security rating, before you purchase or sell a Security for

which you have coverage responsibility, you must first obtain the approval of the Investment Compliance Officer.

a. Personal Trades Consistent with New or Changed Recommendations or Ratings. If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the third (3rd) business day after you have broadly communicated a new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, and then only if your transaction is consistent with your recommendation or rating.

b. Personal Trades Inconsistent with New or Changed Recommendations or Ratings. If you are an investment analyst, you may not purchase or sell any Security for which you have coverage responsibility until the tenth (10th ) business day after you have broadly communicated your new or changed recommendation or rating for such Security to the Investment Professionals in the relevant department, if your transaction is inconsistent with your recommendation or rating. You must pre-clear any such transaction and disclose to the Investment Compliance Officer the reasons you desire to make a trade inconsistent with your recommendation or rating.

c. Trading before Communicating a Recommendation or Rating. If you are an investment analyst who is in the process of making a new or changed recommendation or rating for a Security for which you have coverage responsibility, but you have not yet broadly communicated your research conclusions and recommendations or ratings for such Security to the Investment Professionals in the relevant department, you are prohibited from trading in that Security.

4. REQUIRED DISCLOSURES: INVESTMENT ANALYSTS. If you are an investment analyst, before you make a recommendation that a Security be purchased, sold or held by a Client, you must disclose to the Investment Compliance Officer and to any Investment Professionals to whom you make the recommendation any direct or indirect beneficial interest you may have in that Security.

PART II

EATON VANCE CORP.
AND SUBSIDIARIES

CODE OF BUSINESS CONDUCT AND ETHICS
FOR DIRECTORS, OFFICERS AND EMPLOYEES

ADOPTED BY THE BOARD OF DIRECTORS AND EFFECTIVE ON
OCTOBER 31, 2004 (AS REVISED FEBRUARY 1, 2005)

Eaton Vance Corp. ("Corporation") desires to be a responsible member of the various communities in which it does business and to assure the welfare of those dependent upon the continuation of the Corporation's good health, namely its shareholders, employees, customers and suppliers. It is the policy of the Corporation to comply with all laws and to conduct its business in keeping with the highest moral, legal, ethical and financial reporting standards. THE CORPORATION'S POLICIES APPLY EQUALLY TO EMPLOYEES AT ALL LEVELS, AND THIS CODE OF BUSINESS CONDUCT AND ETHICS ("CODE") APPLIES TO ALL SUBSIDIARIES OF THE CORPORATION ("Subsidiary" is a company of which the Corporation holds, directly or indirectly, all of the ownership interests) AND THEIR OFFICERS, DIRECTORS, MANAGERS AND EMPLOYEES TO THE SAME EXTENT AS THOSE OF THE CORPORATION. Accordingly, the term "Corporation" in this Code includes each Subsidiary, unless otherwise indicated.

The Corporation welcomes and appreciates the efforts of employees who communicate violations or suspected violations of this Code, and will not tolerate any form of retaliation against individuals who in good faith report possible misconduct even if, upon investigation, their suspicions prove to be unwarranted. To facilitate its compliance efforts, the Corporation has established a Business Conduct and Ethics Committee ("Ethics Committee") consisting of the following officers of the Corporation: Executive Vice President; Chief Legal Officer; Chief Financial Officer; and Chief Administrative Officer.

All officers and managers of the Corporation are responsible for communicating and implementing these policies within their specific areas of supervisory responsibility.

Of course, no code of conduct can replace the thoughtful behavior of an ethical director, officer or employee, and the Corporation relies upon each individual within the organization to act with integrity, to use good judgment and to act appropriately in any given situation. Nevertheless, we believe that this Code can help focus the Corporation's Board of Directors ("Board") and the Corporation's management on areas of ethical risk, provide guidance to our personnel to help them to recognize and deal with ethical issues and help to foster a culture of honesty and accountability. We encourage each member of the Board ("Director") and management and each other employee to review this Code carefully, ask any questions regarding the policies and procedures embodied in this Code to ensure that everyone understands each such policy and procedure and the overall intent

of the Code, and make every effort to remain in full compliance with both the letter and spirit of this Code.

Without limiting the generality of the above, the following presents the Corporation's policy on specific topics concerning business ethics and legal compliance.

CONFLICTS OF INTEREST

General. The Corporation's officers, Directors and employees have a duty to be free of conflicting interests that might influence their decisions when representing the Corporation. Consequently, as a general matter, our Directors, officers and employees are not permitted to maintain any conflict of interest with the Corporation, and should make every effort to avoid even the appearance of any such conflict. A "conflict of interest" occurs when an individual's private interest interferes in any way - or even appears to interfere - with the Corporation's interests as a whole. A conflict of interest can arise when a Director, officer or employee take actions or has interests that may make it difficult to perform his or her company work objectively and effectively or when a Director, officer or employee or a member of his or her family receives any improper personal benefits as a result of his or her position in the Corporation. Any officer or employee who believes that he or she may have a potential conflict of interest must report his or her concerns to a member of the Corporation's Ethics Committee immediately. Any individual Director who believes that he or she has a potential conflict of interest must immediately report his or her concerns to the Chairman of the Board, who shall consult with the Ethics Committee on such matters.

Without limiting the generality of this Code's prohibition on conflicts of interest involving the Corporation's officers, Directors and employees:

- The Corporation's dealings with suppliers, customers, contractors and others should be based solely on what is in the Corporation's best interest, without favor or preference to any third party, including close relatives.

- Employees who deal with or influence decisions of individuals or organizations seeking to do business with the Corporation shall not own interests in or have other personal stakes in such organizations that might affect the decision-making process and/or the objectivity of such employee, unless expressly authorized in writing by the chief executive officer of the Corporation after the interest or personal stake has been disclosed.

- Employees shall not do business on behalf of the Corporation with close relatives, unless expressly authorized in writing by the chief executive officer of the Corporation after the relationship has been disclosed.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationships between the Corporation and the investment companies sponsored or advised by the Corporation (the "EV Funds"), the officers of which may also be officers of the Corporation. As a result, this Code recognizes that the officers of the Corporation, in the normal course of their

duties (whether formally for the Corporation or for the EV Funds, or for all of them), will be involved in establishing policies and implementing decisions that will have different effects on each entity. The participation of the officers in such activities is inherent in the contractual relationships between those entities and is consistent with the performance by the officers of their duties as officers of the Corporation. Thus, if performed in conformity with the provisions of the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"), such activities will be deemed to have been handled ethically. In addition, the Board recognizes that officers of the Corporation may also be officers or employees of one or more investment companies or Subsidiaries covered by this Code or other codes of ethics.

Gifts, Preferential Treatment or Special Arrangements. Directors, officers and employees, while representing the Corporation, shall not seek or accept from any prospective or current provider of goods or services to the Corporation or any prospective or current investment management client of the Corporation ("Client") any gift, favor, preferential treatment, or special arrangement of "Material Value." "Material Value" includes such items as tickets for theater, musical, sporting or other entertainment events on a recurring basis; costs of transportation and/or lodging to locations outside of the Corporation's headquarter city, unless approved in advance by an appropriate senior executive of the Corporation as having a legitimate business purpose; personal loans or guarantees of loans; or preferential brokerage or underwriting commissions or spreads or allocations of shares or interests in an investment. "Material Value" does not include occasional meals or social gatherings for business purposes; occasional tickets for theater, musical, sporting or other entertainment events conducted for business purposes; or occasional small gifts or mementos with a value of under $100.

If you are an employee of Eaton Vance Distributors, Inc. ("EVD"), you are also subject to the rules of the Financial Industry Regulatory Authority ("FINRA"). Please check with the Chief Compliance Officer of EVD if you have any questions about those rules.

Transactions with Affiliates. Certain conflicts of interest arise out of the relationship between officers of the Corporation and the EV Funds, and are subject to provisions in the Investment Company Act and the Investment Advisers Act and the regulations thereunder that address conflicts of interest. For example, officers of the Corporation may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the EV Funds because of their status as "affiliated persons" of "affiliated persons" of the EV Funds. The Corporation's and the EV Funds' compliance programs and procedures are designed to prevent, or identify and correct, violations of such provisions. This Code does not, and is not intended to, duplicate, change or replace those programs and procedures, and such conflicts fall outside of the parameters of this Code.

CORPORATE OPPORTUNITIES

Each of our Directors, officers and employees holds a personal duty to the Corporation to advance the Corporation's legitimate business interests when the

opportunity so arises. No Director, officer or employee of the Corporation is permitted to:

- take personally, whether for economic gain or otherwise, any business opportunity discovered though the use of the Corporation's property or information or such person's position with the Corporation, where such opportunity might be taken by the Corporation, unless, after full disclosure, it is authorized in writing by the chief executive officer of the Corporation;

- use any of the Corporation's corporate property, information, or his or her position with the Corporation for personal gain to the detriment of the Corporation; or

- compete with the Corporation.

CONFIDENTIALITY/INSIDER INFORMATION

It is imperative that our Directors, officers and employees safeguard confidential information including, but not limited to, information regarding transactions contemplated by the Corporation and the Corporation's finances, business, computer files, employees, present and prospective customers and suppliers and stockholders. You must not disclose confidential information except where disclosure is authorized by the Corporation's chief executive officer or Legal Department, or is otherwise required by applicable law. Your obligation to preserve and not disclose the Corporation's confidential information continues even after your employment by the Corporation ends.

You must keep confidential, and not discuss with anyone other than other employees for valid business purposes, information regarding Client investment portfolios, actual or proposed securities trading activities of any Client, or investment research developed in the Corporation. You should take appropriate steps, when communicating the foregoing information internally, to maintain confidentiality, for example, by using sealed envelopes, limiting computer access, and speaking in private.

As noted above, no officer, Director or employee of the Corporation may in any manner use his or her position with the Corporation or any information obtained in connection therewith for his or her personal gain. Your obligations to the Corporation in this regard within the context of non-public, or "insider" information regarding the Corporation compel particular emphasis. Directors, officers and employees must not disclose or use or attempt to use "confidential" or "insider" information to further their own interests or for personal gain, economic or otherwise or for any other reason except the conduct of the Corporation's business.

"Insider information" is non-public information that could affect the market price of our stock or influence investment decisions. Our officers, directors and employees are prohibited from disclosing or using non-public information for personal gain, whether through the purchase or sale of our publicly traded securities or otherwise, and are urged to avoid even the appearance of having disclosed or used non-public information in this manner. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal and may result in civil and/or criminal penalties. Every employee is responsible for being familiar with the Eaton Vance Policies and Procedures in Prevention of Insider Trading, available upon request from the Senior Compliance Administrator.

PROTECTION AND PROPER USE OF OTHER CORPORATION ASSETS

All of our Directors, officers and employees should endeavor at all times to protect our Corporation assets and ensure their efficient use. Theft, carelessness and waste can have a direct impact on the Corporation and our profitability; corporate assets should be used only for legitimate business purposes and in an otherwise responsible and reasonably efficient manner.

FAIR DEALING

Although other sections of this Code specifically address your compliance with applicable laws and regulations and other standards, as a general matter, all of our directors, officers and employees shall endeavor under all circumstances to deal fairly with our customers, suppliers, competitors and employees. No Director, officer or employee of the Corporation shall take unfair advantage in the context of his or her position with the Corporation of any other person or entity through manipulation, concealment, abuse of privileged information, misrepresentation of material fact or any other unfair-dealing practice.

COMPLIANCE WITH LAWS AND REGULATIONS

The Corporation and its employees shall comply with all laws and regulations applicable to its business, including, but not limited to, the following:

Securities Law. Applicable federal and state securities laws, including but not limited to the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Investment Advisers Act, and the rules and regulations of the Securities and Exchange Commission (the "SEC"), as well as applicable rules of FINRAand, in the case of the Corporation, the listed company rules of the New York Stock Exchange.

Antitrust. Antitrust and related laws designed to protect against illegal restraint of competition. The Corporation will not engage or attempt to engage in agreements with competitors or suppliers to fix or illegally discriminate in pricing, or participate or attempt to participate in any form of bid rigging.

Foreign Activities. The U.S. Foreign Corrupt Practices Act and, in the case of a Subsidiary organized and doing business in a foreign country, the applicable laws of such country. Actions taken outside the U.S., whether by non-U.S. personnel or by U.S. personnel operating internationally which may be in conformance with local custom, may be viewed as against permissible American standards of conduct. Accordingly, in instances where U.S. laws, regulations and standards relating to ethical conduct are more restrictive than those of a particular locality outside the U.S., conduct should be governed by U.S. standards.

You are not expected to know every detail of these or other applicable laws or rules, but should review the Foreign Corrupt Practices Act Policy attached to the Code of Ethics as Appendix 4 and seek advice from the Corporation's internal auditing staff, independent auditor, or internal legal staff, as appropriate.

ILLEGAL OR UNETHICAL PAYMENTS

The Corporation does not permit illegal, improper, corrupt or unethical payments to be made in cash, property, or services by or on behalf of the Corporation in order to secure or retain or attempt to secure or retain business or other advantages, including, but not limited to, payments to any employee of a customer or supplier of the Corporation for the purpose of influencing that employee's actions with respect to his employer's business. Such payments may constitute a crime in most U.S. and foreign jurisdictions. In jurisdictions where they are not so considered, they are regarded by the Corporation as unethical payments. Agents and representatives of the Corporation are required to follow the provisions of this Code in their dealings on behalf of the Corporation.

Public Officials. Reasonable business entertainment, such as lunch, dinner, or occasional athletic or cultural events may be extended to government officials, but only where permitted by local law.

Customers and Others. Business entertainment that is reasonable in nature, frequency and cost is permitted, as is the presentation of modest gifts where customary. Because no clear guidelines define the point at which social courtesies escalate to, and may be regarded as, improper or unethical payments, extreme care must be taken in this regard. This is subject to the applicable rules of FINRA with respect to employees of EVD.

Form of Payments of Amounts Due Agents, Representatives and Others. All payments for commissions or other similar obligations are to be paid by check or draft, bank wire transfer, or other authorized means, and shall, in each case, be made payable to the order of the recipient or his authorized agent. The use of currency or other forms of "cash" payments is not acceptable.

ACCOUNTING AND FINANCIAL REPORTING STANDARDS

The Corporation has implemented and will comply with generally accepted accounting principles for entries on our books and records. Entries should be properly authorized, complete, and accurate and reflect the transactions to which they relate. No false, artificial, misleading or deceptive entries should be made for any reason. No

employee of the Corporation shall provide false information to, or otherwise mislead, our independent or internal auditors.

Bank or other accounts shall be fully accounted for and accurately described in our records.

In addition to this Code, the Corporation has adopted a Code of Ethics for Principal Executive and Senior Financial Officers, which supplements this Code and is intended to promote (a) honest and ethical conduct and avoidance of improper conflicts of interest; (b) full, fair, accurate, timely, and understandable disclosure in the Corporation's periodic reports; and (c) compliance by such senior financial executives with all applicable governmental rules and regulations.

OUTSIDE DIRECTORSHIPS AND EMPLOYMENT

No officer or employee of the Corporation may serve as a director, officer, employee, trustee, general partner, or paid consultant of any corporation or other entity, whether or not for pay, without the prior written approval of his or her department head and the Chief Legal Officer. This restriction shall not apply to serving any charitable or non-profit organization or to serving as a director, officer, trustee or general partner of any entity formed solely for the purpose of administering the personal affairs of that officer or employee or his or her Immediate Family.

MEDIA INQUIRIES

Occasionally, employees may receive an inquiry from a media representative requesting information or comment on some aspect of the Corporation's affairs. Such questions must be referred to the Corporation's Director of Public Affairs or the Legal Department, unless specifically covered by a formal procedure adopted by the Corporation.

POLITICAL ACTIVITIES

Employees are encouraged to participate in political activities as they see fit, on their own time and at their own expense. The Corporation will not compensate or reimburse employees for such activities.

The Corporation will not contribute anything of value to political parties, candidates for public office or elected officials, except in jurisdictions where such contributions are legal AND approved by our Chief Executive Officer and Chief Financial Officer and reported to the Board. Furthermore, without such approval, no corporate asset may be used in support of any organization whose political purpose is to influence the outcome of a referendum or other vote of the electorate on public issues.

DISCIPLINE

Any employee who violates or attempts to violate this Code or any other formal policies of the Corporation may be subject to disciplinary action, up to and including termination, in management's discretion.

PERIODIC REVIEW AND REVISION

Management reserves the right to amend and revise this Code in its sole discretion. Management shall report such amendments to the Board at its next following meeting. At least annually Management shall provide a report to the Board regarding material violations of this Code, and the Board shall review this Code at least annually. Employees will be apprised promptly of any changes to the policies, procedures and obligations set forth herein.

REPORTING OBLIGATION

It is the responsibility of each of our employees who has knowledge of misappropriation of funds, activities that may be of an illegal nature, or other incidents involving company loss, waste, and abuse or other violations of this Code to promptly report, in good faith, the situation to the Chief Compliance Officer.

PROHIBITION AGAINST RETALIATION

Under no circumstances may the Corporation or any director, officer or employee of the Corporation discharge, demote, suspend, threaten, harass or in any other manner discriminate against an employee in the terms or conditions of his or her employment on the basis of any lawful act by that employee to:

- provide information, cause information to be provided, or otherwise assist in an investigation regarding any conduct which the employee reasonably believes constitutes a violation of the federal securities laws, the rules and regulations of the SEC or any provision of federal law relating to fraud against shareholders, when the information or assistance is provided to, or the investigation conducted by:

- A federal regulatory or law enforcement agency;

- Any member of Congress or any committee of Congress; or

- Any person with supervisory authority over the employee (or such other person working for the employer who has the authority to investigate, discover, or terminate misconduct); or

- file, cause to be filed, testify, participate in or otherwise assist in a proceeding filed or about to be filed (with any knowledge of the employer) relating to any such alleged violation.

NO RIGHTS CREATED; NOT EXCLUSIVE CODE

This Code is a statement of certain fundamental principles, policies and procedures that govern the Corporation's Directors, officers and employees in the conduct of the Corporation's business. It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity.

This Code is not the exclusive code of ethics applicable to employees of the Corporation, who are also subject to the code of ethics - policy on personal securities transactions, designed to comply with the requirements of rules under the Investment Company Act and the Investment Advisers Act.

GENERAL PROVISIONS

1. MAINTENANCE OF LIST OF ACCESS PERSONS AND INVESTMENT PROFESSIONALS:
NOTIFICATION. The Senior Compliance Administrator shall maintain a list of all Access Persons and Investment Professionals, shall notify each of his or her status, and shall ensure that each has received a copy of the Code of Ethics.

2. REVIEW OF SECURITIES REPORTS. The Chief Compliance Officer shall ensure that all Initial and Annual Reports of Securities Holdings and Quarterly Transaction Reports, together with all Securities Transaction Confirmations and Account Statements received by the Senior Compliance Administrator, will be reviewed in accordance with the attached Procedures.

3. CERTIFICATIONS BY EMPLOYEES. Each employee of a Company must certify at the time of hire and annually thereafter (within the timeframes established from time to time by the Legal Department) that he or she has read and understood the Code of Ethics and has complied and will comply with its provisions. In addition upon any revision to a Company's Code of Ethics, each employee of that Company must certify that he or she has read the Code, as revised, and understands and will comply with its provisions.

4. FUND BOARD APPROVAL. The Board of Trustees of each Fund, including a majority of the Independent Fund Trustees, has approved this Code of Ethics and must approve any material change hereto within six months after such change is adopted.

5. ANNUAL REPORT TO FUND BOARD. At least annually each Company shall submit to the Board of Trustees of each Fund and each Sub-advised Fund for consideration a written report that (i) describes any issues arising under the Code of Ethics or the Procedures since the last report the Board, including information about material violations of the Code of Ethics or the Procedures and the sanctions imposed in response to material violations, and (ii) certifies that each Company has adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

6. RECORDKEEPING REQUIREMENTS. Each Company shall maintain the following records at its principal place of business in an easily accessible place and make these records available to the Securities and Exchange Commission ("SEC") or any representative of the SEC at any time and from time to time for reasonable periodic, special or other examination:

(1) copies of the Code of Ethics currently in effect and in effect at any time within the past five (5) fiscal years;

(2) a record of any violation of the Code of Ethics and of any action taken as a result of the violation, to be maintained for at least five
(5) years after the end of the fiscal year in which the violation occurred;

(3) copies of each report referred to in sections C or D.8 of the Policy on Personal Securities Transactions ("Policy"), Part I above, to be maintained for

at least five (5) years after the end of the fiscal year in which the report is made or information provided (notwithstanding the foregoing, any confirmation relating to a Securities transaction subsequently reported in a monthly, quarterly or annual account statement may be disposed of following the receipt of such account statement);

(4) a record of any approval to acquire a Security in an Initial Public Offering, with the reasons supporting the approval, for at least 5 years after the end of the fiscal year in which the approval is granted;

(5) a record of any approval to acquire a Security in a Limited Offering, with the reasons supporting the approval, for at least 5 years after the end of the fiscal year in which the approval is granted;

(6) a record of all persons, currently or within the past five (5) fiscal years, who are or were required to make reports referred to in section D.8 of the Policy and who are or were responsible for reviewing such reports;

(7) copies of each certification referred to in paragraph 3 of these General Provisions made by a person who currently is, or in the past five (5) years was, subject to this Code of Ethics, to be maintained for at least five (5) years after the fiscal year in which the certification made; and

(8) a copy of each Annual Report to a Fund Board referred to in paragraph 5 of these General Provisions, to be maintained for at least five (5) years after the end of the fiscal year in which it was made.

7. CONFIDENTIALITY. All reports and other documents and information supplied by any employee of a Company or Access Person in accordance with the requirements of this Code of Ethics shall be treated as confidential, but are subject to review as provided herein and in the Procedures, by senior management of EVC, by representatives of the SEC, or otherwise as required by law, regulation, or court order.

8. INTERPRETATIONS. If you have any questions regarding the meaning or interpretation of the provisions of this Code of Ethics, please consult with the Compliance Attorney.

9. VIOLATIONS AND SANCTIONS. Any employee of a Company who violates any provision of this Code of Ethics shall be subject to sanction, including but not limited to censure, a ban on personal Securities trading, disgorgement of any profit or taking of any loss, fines, and suspension or termination of employment. Each sanction shall be recommended by the Compliance Officer in consultation with the Chief Compliance Officer and approved by the Chief Legal Officer or Management Committee of EVC. In the event the Chief Compliance Officer violates any provisions of this Code of Ethics, the Chief Legal Officer shall recommend the sanction to be imposed for approval by the Management Committee of EVC.

If the Chief Compliance Officer believes that any Fund trustee who is not an employee of a Company has violated any provision of the Policy, he or she shall so advise the trustees of the Fund, providing full particulars. The Fund trustees, in consultation with counsel to the Fund and/or counsel to the Independent Fund Trustees,

shall determine whether a material violation has occurred and may impose such sanctions as they deem appropriate.

In adopting and approving this Code of Ethics, the Company and the Fund Boards of Trustees do not intend that a violation of this Code of Ethics necessarily is or should be considered to be a violation of Rule 17j-1 under the Investment Company Act or Rule 204A-1 of the Investment Advisers Act.

END

DIRECTORS/TRUSTEES POWER OF ATTORNEY

City of Minneapolis

State of Minnesota

Each of the undersigned, as directors and trustees of the below listed investment companies that previously have filed registration statements and amendments thereto pursuant to the requirements of the Securities Act of 1933 (the "'33 Act") and/or the Investment Company Act of 1940 with the Securities and Exchange Commission (each, a "Registrant"):

                                                             1933 Act      1940 Act
                                                           Reg. Number   Reg. Number
                                                           -----------   -----------
RiverSource Bond Series, Inc.                              2-72174       811-3178
RiverSource California Tax-Exempt Trust                    33-5103       811-4646
RiverSource Dimensions Series, Inc.                        2-28529       811-1629
RiverSource Diversified Income Series, Inc.                2-51586       811-2503
RiverSource Equity Series, Inc.                            2-13188       811-772
RiverSource Global Series, Inc.                            33-25824      811-5696
RiverSource Government Income Series, Inc.                 2-96512       811-4260
RiverSource Government Money Market Fund, Inc.             002-56805     811-02650
RiverSource High Yield Income Series, Inc.                 2-86637       811-3848
RiverSource Income Series, Inc.                            2-10700       811-499
RiverSource International Managers Series, Inc.            333-64010     811-10427
RiverSource International Series, Inc.                     2-92309       811-4075
RiverSource Investment Series, Inc.                        2-11328       811-54
RiverSource Large Cap Series, Inc.                         2-38355       811-2111
RiverSource Managers Series, Inc.                          333-57852     811-10321
RiverSource Market Advantage Series, Inc.                  33-30770      811-5897
RiverSource Money Market Series, Inc.                      2-54516       811-2591
RiverSource Sector Series, Inc.                            33-20872      811-5522
RiverSource Selected Series, Inc.                          2-93745       811-4132
RiverSource Series Trust                                   333-131683    811-21852
RiverSource Short Term Investments Series, Inc.            N/A           811-21914
RiverSource Special Tax-Exempt Series Trust                33-5102       811-4647
RiverSource Strategic Allocation Series, Inc.              2-93801       811-4133
RiverSource Strategy Series, Inc.                          2-89288       811-3956
RiverSource Tax-Exempt Series, Inc.                        2-57328       811-2686
RiverSource Tax-Exempt Income Series, Inc.                 2-63552       811-2901
RiverSource Variable Series Trust                          333-146374    811-22127
Seligman Capital Fund, Inc.                                002-33566     811-01886
Seligman Communications and Information Fund, Inc.         002-80168     811-03596
Seligman Frontier Fund, Inc.                               002-92487     811-04078
Seligman Global Fund Series, Inc.                          033-44186     811-06485
Seligman Growth Fund, Inc.                                 002-10836     811-00229
Seligman LaSalle Real Estate Fund Series, Inc.             333-105799    811-21365
Seligman Municipal Fund Series, Inc.                       002-86008     811-03828
Seligman Municipal Series Trust                            002-92569     811-04250
Seligman Portfolios, Inc.                                  033-15253     811-05221
Seligman TargetHorizon ETF Portfolios, Inc.                333-126647    811-21788
Seligman Value Fund Series, Inc.                           333-20621     811-08031

RiverSource LaSalle International Real Estate Fund, Inc.   333-141258    811-22031
Seligman Premium Technology Growth Fund, Inc.                            811-22328
Tri-Continental Corporation                                        *     811-00266

(Common, Preferred, Warrants)

* Each time additional shares are registered for Tri-Continental Corporation, the Securities and Exchange Commission assigns a new '33 Act file number.

hereby constitutes and appoints Stephen R. Lewis, Jr., any other member of the Boards of Directors/Trustees of the Registrants who is not an interest person of the investment manager, and Scott R. Plummer, Christopher O. Petersen, Paul B. Goucher, Tara W. Tilbury, and Joseph L. D'Alessandro, each individually, his or her true and lawful attorney-in-fact and agent (each an "Attorney-in-Fact") with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned's capacity as director/trustee of each Registrant, in the furtherance of the business and affairs of each Registrant:
(i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the "Acts") and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission ("SEC") in respect thereof, in connection with the filing and effectiveness of each Registrant's Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.

Dated the 6th day of April, 2010.

/s/ Kathleen A. Blatz
------------------------------------
    Kathleen A. Blatz


/s/ Arne H. Carlson
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    Arne H. Carlson


/s/ Pamela G. Carlton
------------------------------------
    Pamela G. Carlton


/s/ Patricia M. Flynn
------------------------------------
   Patricia M. Flynn


/s/ Anne P. Jones
------------------------------------
    Anne P. Jones


/s/ Jeffrey Laikind
------------------------------------
    Jeffrey Laikind


/s/ Stephen R. Lewis, Jr.
------------------------------------
    Stephen R. Lewis, Jr.


/s/ John F. Maher
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    John F. Maher


/s/ Catherine James Paglia
------------------------------------
    Catherine James Paglia


/s/ Leroy C. Richie
------------------------------------
    Leroy C. Richie


/s/ Alison Taunton-Rigby
------------------------------------
    Alison Taunton-Rigby


/s/ William F. Truscott
------------------------------------
    William F. Truscott